<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(x) Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 1999
or
( ) Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Commission file number: 0-15298
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
----------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3365950
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Merrill Lynch Investment Partners Inc.
Princeton Corporate Campus
800 Scudders Mill Road - Section 2G
Plainsboro, New Jersey 08536
(Address of principal executive offices)
Registrant's telephone number, including area code: (609) 282-6996
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Units
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
------ ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant: the registrant is a limited partnership; as of
February 1, 2000, limited partnership units with an aggregate value of
$6,630,799 were outstanding and held by non-affiliates.
Documents Incorporated by Reference
The registrant's "1999 Annual Report and Independent Auditors' Report," the
annual report to security holders for the fiscal year ended December 31, 1999,
is incorporated by reference into Part II, Item 8, and Part IV hereof and filed
as an Exhibit herewith.
<PAGE>
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
ANNUAL REPORT FOR 1999 ON FORM 10-K
Table of Contents
-----------------
<TABLE>
<CAPTION>
PART I PAGE
------ ----
<S> <C> <C>
Item 1. Business...................................................................................... 1
Item 2. Properties.................................................................................... 5
Item 3. Legal Proceedings............................................................................. 5
Item 4. Submission of Matters to a Vote of Security Holders........................................... 5
PART II
-------
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters......................... 6
Item 6. Selected Financial Data....................................................................... 7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risks................................... 11
Item 8. Financial Statements and Supplementary Data................................................... 11
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......... 11
PART III
--------
Item 10. Directors and Executive Officers of the Registrant............................................ 12
Item 11. Executive Compensation........................................................................ 14
Item 12. Security Ownership of Certain Beneficial Owners and Management................................ 14
Item 13. Certain Relationships and Related Transactions................................................ 14
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................... 15
</TABLE>
-i-
<PAGE>
PART I
Item 1: Business
--------
(a) General Development of Business:
-------------------------------
The Futures Expansion Fund Limited Partnership (the "Fund")
was organized under the Delaware Revised Uniform Limited Partnership Act on
August 13, 1986. Its single public offering of units of limited partnership
interest ("Units") commenced on October 27, 1986, and the Fund began trading on
January 2, 1987 through a Joint Venture (the "Joint Venture") with and under the
direction of Millburn Ridgefield Corporation ("Millburn"). Millburn Ridgefield
has been the Fund's sole advisor since inception. The Fund, through the Joint
Venture, engages in the speculative trading of commodity futures, options on
futures, forward contracts on currencies, financial instruments, stock indices,
metals, energy and agricultural products. The Fund's objective is to achieve,
through speculative trading, substantial capital appreciation over time.
Merrill Lynch Investment Partners Inc. ("MLIP"), organized
in 1986, acts as the general partner of the Fund. Merrill Lynch Futures Inc.
("MLF") is the Fund's commodity broker. MLIP is a wholly-owned subsidiary of
Merrill Lynch Group, Inc., which in turn is a wholly-owned subsidiary of Merrill
Lynch & Co., Inc. ("ML&Co."). MLF is an indirect wholly-owned subsidiary of
ML&Co. (ML&Co. and its affiliates are herein sometimes referred to as "Merrill
Lynch.")
As of December 31, 1999, the capitalization of the Fund was
$6,953,434, and the Net Asset Value per Unit, originally $100 as of January 2,
1987, had risen to $259.64.
Through December 31, 1999, the highest month-end Net Asset
Value per Unit was $295.54 (July 31, 1997) and the lowest $100.05 (September 30,
1987).
(b) Financial Information about Segments:
------------------------------------
The Fund's business constitutes only one segment for financial
reporting purposes, i.e., a speculative "commodity pool." The Fund does not
engage in sales of goods or services.
(c) Narrative Description of Business:
---------------------------------
General
The Fund trades in the international futures, options on
futures and forward markets with the objective of achieving substantial capital
appreciation over time.
One of the objectives of the Fund is to provide
diversification for a limited portion of the risk segment of the Limited
Partners' portfolios. Commodity pool performance has historically demonstrated a
low degree of performance correlation with traditional stock and bond holdings.
Since it began trading, the Fund's returns have, in fact, frequently been
significantly non-correlated (not, however, negatively correlated) with the
United States stock and bond markets.
The Joint Venture Agreement between the Fund and the
Advisor may be terminated by MLIP, acting on behalf of the Fund, under certain
circumstances involving, for example, substantial losses or changes in control
of the Advisor. The termination of the Joint Venture Agreement would not
necessarily terminate the Fund, but would require MLIP to make other advisory
arrangements for the Joint Venture.
-1-
<PAGE>
Millburn Ridgefield
Millburn Ridgefield is one of the longest operating of all
active managed futures advisors. Principals of Millburn Ridgefield have been
managing client assets in the futures and forward markets since 1972, and as of
January 1, 2000 Millburn Ridgefield was managing approximately $900 million of
client and proprietary capital in these markets. As of such date, Millburn
Ridgefield and its affiliates were also managing over $1 billion in other
disciplines.
Millburn Ridgefield uses a highly systematic trend-following
approach which relies primarily on technical, market-related information.
Millburn Ridgefield regards its strategies as long-term in nature, and gives
substantial emphasis to risk management -- through, for example, analysis of
leverage, implementation of "stop-loss" liquidation points on all open positions
and ongoing rebalancing of portfolio commitments based on volatility risk
assessments of the different markets traded.
Millburn Ridgefield implements multiple systems (generally, at
least three) in analyzing each market which it trades. Only if all systems
implemented in a market generate a positive trading signal will a "full
position" be taken. A "full position" represents the maximum exposure that the
risk control overlay in the trading system will allow in a given market based on
account equity, market volatility and other factors. Because Millburn Ridgefield
utilizes multiple trading systems, a negative signal in one system may be offset
by positive signals in the other systems. Partial positions may be taken if one
or more trading systems generate a neutral or negative trading signal while the
other system(s) generate positive signal(s). This multi-system approach is
intended to help to filter out the "whipsaw" effect which short-term "noise"
price fluctuations and reversals can otherwise have on trend-following systems
- -- resulting in the dissipation of account equity through the frequent
acquisition and liquidation of positions. The use of multiple evaluative models
gives Millburn Ridgefield's strategy a degree of internal diversification which
has the potential to increase its risk control capabilities.
As is the case with most trend-following systems, Millburn
Ridgefield seeks to achieve cumulative profitability through capturing sustained
price trends of significant duration and magnitude. Such trends tend to be
relatively infrequent (often occurring only two to three times or less during a
year in any given market). The early determination of the beginning and end of
such major trends is an important feature of successful trading. Millburn
Ridgefield's technical trading systems are designed with the objective that they
will generate a trading signal when market conditions indicate a trend is likely
to occur. If the trend is not subsequently confirmed or quickly reverses itself,
positions are closed out in an attempt to limit capital losses. Positions which
are profitable are maintained until the trading systems indicate that the trend
has ended.
The money management principles, computer assisted research
into historical trading data, and experience of the principals of Millburn
Ridgefield are factors upon which decisions concerning the percentage of assets
to be used for each market traded and the size of positions taken or maintained
are based. From time to time decisions to increase or decrease the size of a
position, long or short, may be made. Such decisions also require the exercise
of judgment and may include consideration of the volatility of the particular
market; the pattern of price movements, both inter-day and intra-day; open
interest; volume of trading; changes in spread relationships between various
forward contracts; and overall portfolio balance and risk exposure.
With respect to the execution of trades, Millburn Ridgefield
may rely to an extent upon the judgment of others, including dealers, bank
traders and floor brokers. No assurance is given that it will be possible to
execute trades regularly at or near the desired buy or sell point.
The trading method, systems and money management principles
utilized by Millburn Ridgefield are proprietary and confidential. The foregoing
description is general and is not intended to be complete.
-2-
<PAGE>
Use of Proceeds and Interest Income
Market Sectors. The Fund trades in a diversified group
--------------
of markets under the direction of the Advisor. The Trading Advisor can, and
does, from time to time materially alter the allocation of its overall trading
commitments among different market sectors. There is essentially no restriction
on the commodity interests which may be traded by Millburn Ridgefield or the
rapidity with which Millburn Ridgefield may alter its market sector allocations.
Management's discussion and analysis contains information
relating to the market sectors traded by the Fund. There can, however, be no
assurance as to which markets may be included in the Fund's portfolio or in
which market sectors the Fund's trading may be concentrated at any one time or
over time.
Market Types. The Fund trades on a variety of United States
------------
and foreign futures exchanges. Substantially all of the Fund's off-exchange
trading takes place in the highly liquid, institutionally-based currency forward
markets.
Many of the Fund's currency trades are executed in the
spot and forward foreign exchange markets (the "FX Markets") where there are no
direct execution costs. Instead, the participants, banks and dealers, including
Merrill Lynch International Bank ("MLIB"), in the FX Markets take a "spread"
between the prices at which they are prepared to buy and sell a particular
currency and such spreads are built into the pricing of the spot or forward
contracts with the Fund.
In its exchange of futures for physical ("EFP") trading, the
Fund acquires cash currency positions through banks and dealers, including
Merrill Lynch. The Fund pays a spread when it exchanges these positions for
futures. This spread reflects, in part, the different settlement dates of the
cash and the futures contracts, as well as prevailing interest rates, but also
includes a pricing spread in favor of the banks and dealers, which may include a
Merrill Lynch entity.
As in the case of its market sector allocations, the Fund's
commitments to different types of markets -- U.S. and non-U.S., regulated and
unregulated -- differ substantially from time to time as well as over time.
The Fund's financial statements contain information relating
to the types of markets traded by the Fund. There can, however, be no assurance
as to which markets the Fund may trade or as to how the Fund's trading may be
concentrated at any one time or over time.
Custody of Assets. All of the Fund's assets are currently
-----------------
held in CFTC-regulated customer accounts at MLF.
Interest Paid by Merrill Lynch on the Joint Venture's U.S.
----------------------------------------------------------
Dollar and Non-U.S. Dollar Assets. The Joint Venture's U.S. dollar assets are
- ---------------------------------
maintained at MLF. On assets held in U.S. dollars, Merrill Lynch credits the
Joint Venture with interest at the prevailing 91-day U.S. Treasury bill rate.
The Joint Venture is credited with interest on any of its net gains actually
held by Merrill Lynch in non-U.S. dollar currencies at a prevailing local rate
received by Merrill Lynch. Merrill Lynch may derive certain economic benefit, in
excess of the interest which Merrill Lynch pays to the Joint Venture, from
possession of such assets.
Merrill Lynch charges the Joint Venture Merrill Lynch's cost
of financing realized and unrealized losses on the Joint Venture's non-U.S.
dollar-denominated positions.
-3-
<PAGE>
Charges
The following table summarizes the charges incurred by the
Fund during 1999, 1998 and 1997.
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------------------------------------------------------------
% of Average % of Average % of Average
Dollar Month-End Dollar Month-End Dollar Month-End
Charges Amount Net Assets Amount Net Assets Amount Net Assets
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brokerage
Commissions $ 761,747 9.67% $ 860,552 9.67% $1,022,449 10.05%
Administrative Fees 20,044 0.25% 22,646 0.25% 26,392 0.26%
Profit Shares 5,571 0.07% 118,954 1.34% 278,351 2.73%
----------------------------------------------------------------------------------------
Total $ 787,362 9.99% $ 1,002,152 11.26% $1,327,192 13.04%
========================================================================================
</TABLE>
----------------------------
The foregoing table does not reflect the bid-ask spreads paid
by the Fund on its forward trading, or the benefits which may be derived by
Merrill Lynch from the deposit of certain of the Fund's U.S. dollar assets
maintained at MLF.
The Fund's average month-end Net Assets during 1999, 1998 and
1997 equaled $7,875,768, $8,895,563, and $10,177,610, respectively.
During 1999, 1998 and 1997 the Fund earned $383,867, $433,501
and $470,192 in interest income, or approximately 4.87%, 4.87% and 4.62% of the
Fund's average month-end Net Assets.
Effective February 1, 1997, the Brokerage Commissions paid by
the Fund were reduced from 11.67% to 9.50% per annum and a 0.25% per annum
Administrative Fee continued to be paid by the Fund to MLIP.
Description of Current Charges
<TABLE>
<CAPTION>
Recipient Nature of Payment Amount of Payment
- --------- ----------------- -----------------
<S> <C> <C>
MLF Brokerage Commissions A flat-rate, monthly commission of 0.7917 of 1% of the Fund's month-end assets
(a 9.50% annual rate).
During 1999, 1998, and 1997, the round-turn (each purchase and sale or sale and
purchase of a single futures contract) equivalent rate of the Fund's flat-rate
Brokerage Commissions was approximately $237, $105 and $84, respectively.
MLF Use of Fund assets Merrill Lynch may derive an economic benefit from the deposit of certain of the
Fund's U.S. dollar assets in accounts maintained at MLF.
MLIP Administrative Fees The Fund pays MLIP a monthly Administrative Fee
equal to 0.020833 of 1% of the Fund's month-end assets
(0.25% annually). MLIP pays all of the Fund's routine
administrative costs.
MLIB; Other Bid-ask spreads Bid-ask spreads on forward and related trades.
Counterparties
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C> <C>
Millburn Profit Share 20% of any New Trading Profit, as defined achieved by the Fund
Ridgefield as of the end of each calendar year and upon redemption
of Units.
Millburn Consulting Fees MLF currently pays the Advisor annual consulting fees of
Ridgefield .167 of 1% (a 2% annual rate) of the Joint Venture's
month-end assets after reduction for a portion of the
brokerage commissions.
MLF; Extraordinary expenses Actual costs incurred; none paid to date.
Others
</TABLE>
Regulation
MLIP, Millburn Ridgefield and MLF are each subject to
regulation by the Commodity Futures Trading Commission (the "CFTC") and the
National Futures Association. Other than in respect of its periodic reporting
requirements under the Securities Exchange Act of 1934, the Partnership itself
is generally not subject to regulation by the Securities and Exchange
Commission. However, MLIP itself is registered as an "investment adviser" under
the Investment Advisers Act of 1940.
(i) through (xii)-- not applicable.
(xiii) The Fund has no employees.
(d) Financial Information about Geographic Areas:
--------------------------------------------
The Fund trades, from the United States, on a number of
foreign commodity exchanges. The Fund does not engage in the sales of
goods or services.
Item 2: Properties
----------
The Fund does not use any physical properties in the
conduct of its business.
The Fund's only place of business is the place of business of
MLIP (Merrill Lynch Investment Partners, Inc., Princeton Corporate Campus,
800 Scudders Mill Road - Section 2G, Plainsboro, New Jersey 08536). MLIP
performs all administrative services for the Fund from MLIP's offices.
Item 3: Legal Proceedings
-----------------
ML&Co. -- the sole stockholder of Merrill Lynch Group, Inc.
(which is the sole stockholder of MLIP) -- as well as certain of its
subsidiaries and affiliates have been named as defendants in civil actions,
arbitration proceedings and claims arising out of their respective business
activities. Although the ultimate outcome of these actions cannot be predicted
at this time and the results of legal proceedings cannot be predicted with
certainty, it is the opinion of management that the result of these matters will
not be materially adverse to the business operations or the financial condition
of MLIP or the Fund.
MLIP itself has never been the subject of any material
litigation.
Item 4: Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Fund has never submitted any matter to a vote of
its Limited Partners.
PART II
-5-
<PAGE>
Item 5: Market for Registrant's Common Equity and Related Stockholder Matters
---------------------------------------------------------------------
Item 5(a)
(a) Market Information:
------------------
There is no established public trading market for the Units,
nor will one develop. Rather, Limited Partners may redeem Units as of the end of
each month at Net Asset Value.
(b) Holders:
-------
As of December 31, 1999, there were 303 holders of Units,
including MLIP.
(c) Dividends:
---------
The Fund has made no distributions, nor does MLIP presently
intend to make any distributions in the future.
Item 5(b)
Not applicable.
-6-
<PAGE>
Item 6: Selected Financial Data
-----------------------
The following selected financial data has been derived from the audited
financial statements of the Partnership:
<TABLE>
<CAPTION>
For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
Income Statement Data 1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Trading Profits (Loss)
Realized Gain $ (160,036) $ 761,007 $ 1,551,671 $ 1,800,104 $ 2,689,922
Change in Unrealized
(Loss) Gain 62,797 (176,383) (102,280) (39,401) 405,757
------------------------------------------------------------------------------------------
Total Trading Results (97,239) 584,624 1,449,391 1,760,703 3,095,679
------------------------------------------------------------------------------------------
Interest Income 383,867 433,501 470,192 382,717 468,023
------------------------------------------------------------------------------------------
Total Revenues 286,628 1,018,125 1,919,583 2,143,420 3,563,702
------------------------------------------------------------------------------------------
Expenses:
Brokerage Commissions 761,747 860,552 1,022,449 1,120,320 1,208,671
Administrative Fees 20,044 22,646 26,392 24,001 -
Profit Shares 5,571 118,954 278,351 206,261 471,976
------------------------------------------------------------------------------------------
Total Expenses 787,362 1,002,152 1,327,192 1,350,582 1,680,647
------------------------------------------------------------------------------------------
Net Income $ (500,734) $ 15,973 $ 592,391 $ 792,838 $ 1,883,055
==========================================================================================
</TABLE>
<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31, December 31,
Balance Sheet Data 1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fund Net Asset Value $ 6,953,434 $ 8,559,611 $ 9,640,738 $ 9,895,616 $ 9,891,103
Net Asset Value per Unit $ 259.64 $ 277.65 $ 275.73 $ 260.29 $ 238.96
------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
MONTH-END NET ASSET VALUE PER UNIT
- ----------------------------------------------------------------------------------------------------------------
Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. Dec.
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $189.48 $201.01 $231.61 $240.44 $235.91 $237.51 $230.15 $231.47 $226.17 $224.81 $224.36 $238.96
- ----------------------------------------------------------------------------------------------------------------
1996 $252.05 $224.51 $225.51 $236.49 $219.53 $227.57 $230.17 $224.71 $230.21 $251.56 $258.55 $260.29
- ----------------------------------------------------------------------------------------------------------------
1997 $277.32 $292.65 $283.51 $274.35 $277.52 $277.13 $295.54 $270.69 $273.08 $266.48 $265.12 $275.73
- ----------------------------------------------------------------------------------------------------------------
1998 $281.99 $274.64 $277.27 $254.92 $265.04 $267.36 $250.99 $268.54 $282.27 $275.27 $271.62 $277.65
- ----------------------------------------------------------------------------------------------------------------
1999 $264.44 $272.54 $275.86 $289.39 $279.89 $291.36 $281.46 $282.95 $283.19 $251.12 $255.31 $259.64
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Pursuant to CFTC policy, monthly performance is presented from January
1, 1995, even though the Units were outstanding prior to such date.
-7-
<PAGE>
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
December 31, 1999
Type of Pool: Single Advisor/Publicly-Offered/Non-"Principal Protected"(1)
Inception of Trading: January 2, 1987
Aggregate Subscriptions: $56,741,035
Current Capitalization: $6,953,434
Worst Monthly Drawdown(2): (11.32)% (10/99)
Worst Peak-to-Valley Drawdown(3): (15.08)% (8/97-7/98)
-------------
Net Asset Value per Unit, December 31, 1999: $259.64
- -----------------------------------------------------------------------------
Monthly Rates of Return(4)
- -----------------------------------------------------------------------------
Month 1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------
January (4.76)% 2.27% 6.54% 5.48% (3.30)%
- -----------------------------------------------------------------------------
February 3.06 (2.61) 5.53 (10.92) 6.09
- -----------------------------------------------------------------------------
March 1.22 0.96 (3.12) 0.44 15.22
- -----------------------------------------------------------------------------
April 4.90 (8.06) (3.23) 4.87 3.81
- -----------------------------------------------------------------------------
May (3.28) 3.97 1.16 (7.17) (1.88)
- -----------------------------------------------------------------------------
June 4.10 0.88 (0.14) 3.66 0.68
- -----------------------------------------------------------------------------
July (3.40) (6.12) 6.64 1.14 (3.10)
- -----------------------------------------------------------------------------
August 0.53 6.99 (8.41) (2.37) 0.57
- -----------------------------------------------------------------------------
September 0.08 5.11 0.88 2.45 (2.29)
- -----------------------------------------------------------------------------
October (11.32) (2.48) (2.42) 9.27 (0.60)
- -----------------------------------------------------------------------------
November 1.67 (1.33) (0.51) 2.78 (0.20)
- -----------------------------------------------------------------------------
December 1.69 2.22 4.00 0.67 6.50
- -----------------------------------------------------------------------------
Compound Annual
Rate of Return (6.50)% 0.69% 5.93% 8.93% 21.95%
- -----------------------------------------------------------------------------
(1) Certain funds, including funds sponsored by MLIP, are
structured so as to guarantee to investors that their investment will be worth
no less than a specified amount (typically, the initial purchase price) as of a
date certain after the date of investment. The CFTC refers to such funds as
"principal protected." The Fund has no such feature.
(2) Worst Monthly Drawdown represents the largest negative
Monthly Rate of Return experienced since January 1, 1995 by the Fund; a drawdown
is measured on the basis of month-end Net Asset Value only, and does not reflect
intra-month figures.
(3) Worst Peak-to-Valley Drawdown represents the greatest
percentage decline since January 1, 1995 from a month-end cumulative Monthly
Rate of Return without such cumulative Monthly Rate of Return being equaled or
exceeded as of a subsequent month-end. For example, if the Monthly Rate of
Return was (1)% in each of January and February, 1% in March and (2)% in April,
the Peak-to-Valley Drawdown would still be continuing at the end of April in the
amount of approximately (3)%, whereas if the Monthly Rate of Return had been
approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of
the end of February at approximately the (2)% level.
(4) Monthly Rate of Return is the net performance of the Fund
during the month of determination (including interest income and after all
expenses have been accrued or paid) divided by the total equity of the Fund as
of the beginning of such month.
-8-
<PAGE>
Item 7: Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Operational Overview
The Fund's success depends on Millburn Ridgefield's ability to
recognize and capitalize on trends and other profit opportunities in different
sectors of the world economy. Millburn Ridgefield's trading methods are
confidential, so that substantially the only information that can be furnished
regarding the Fund's results of operations is its performance record, as set
forth above. Unlike most operating businesses, general economic or seasonal
conditions have no direct effect on the profit potential of the Fund, while, at
the same time, its past performance is not necessarily indicative of future
results. Because of the speculative nature of its trading, operational or
economic trends have little relevance to the Fund's results. Millburn Ridgefield
believes, however, that there are certain market conditions -- for example,
markets with strong price trends -- in which the Fund has a better opportunity
of being profitable than in others.
Results of Operations
General. MLIP believes that futures funds should be regarded as
-------
medium- to long-term (i.e., three to five year) investments, but it is difficult
to identify trends in the Fund's operations and virtually impossible to make any
predictions regarding future results based on the results to date. An investment
in the Fund may be less successful over a longer than a shorter period.
Markets with sustained price trends tend to be more favorable to
managed futures investments than whipsaw, choppy markets, but (i) this is not
always the case, (ii) it is impossible to predict when price trends will occur
and (iii) Millburn Ridgefield's systems are affected differently by trending
markets as well as by particular types of trends.
MLIP attempts to control credit risk in the Fund's futures,
forward and options trading by trading only through MLF. MLF acts solely as a
broker or counterparty to the Fund's trades; it does not advise with respect to,
or direct, any such trading.
MLIP relies primarily on Millburn Ridgefield's risk management
policies and strategies to control the market risk inherent in the Fund's
trading. MLIP reviews the positions acquired by Millburn Ridgefield on a daily
basis in an effort to determine whether such policies and strategies are being
followed and whether the overall positions of the Fund may have become what MLIP
analyzes as being excessively concentrated in a limited number of markets -- in
which case MLIP may discuss the possibility of rebalancing or deleveraging the
Fund's portfolio with Millburn Ridgefield. To date, however, MLIP has not
intervened so as to require any rebalancing or deleveraging of Millburn
Ridgefield's trading.
MLIP may consider making distributions to investors under
certain circumstances (for example, if substantial profits are recognized);
however, MLIP has not done so to date and does not presently intend to do so.
Performance Summary
1999 Total Trading
Results
Interest Rates and Stock Indices $ 51,637
Agriculture (500,784)
Currencies 73,831
Energy 219,142
Metals 58,935
----------------
$ (97,239)
================
Futures Expansion Fund L.P., finished 1999 with gains for the
year in energy, currency, stock index and metal trading. The most significant
market features during the year were the bull markets in crude oil and crude oil
products and the decline of the new Euro currency against the dollar. Interest
rate trading was slightly unprofitable. Agricultural commodities encountered
volatile whipsaw market conditions and generated losses in excess of the profits
from the four profitable market sectors.
Energy trading produced the largest gains for the Partnership in
1999. The Partnership profited from heating oil, crude oil and unleaded gas.
Short positions in heating oil proved most profitable for the Partnership in the
first quarter of the year as prices dropped to its lowest levels in more than a
decade. Combined with gains in crude oil and unleaded gas outweigh losses in
natural gas trading as the focus of attention in the natural gas markets
declined since the end of the winter. The remainder of the year saw the
Partnership profit from long positions in crude oil, gas oil and unleaded gas
positions as OPEC cut production to 1.716 million barrels per day successfully
limiting the worldwide supply. By year-end, there was a continued upward
momentum in crude oil reflecting the tightening between supply and demand and
prices hitting ten-year highs.
Currency trading produced modest gains for the year, aided
mostly by profits from short positions versus the dollar in European currencies,
specifically the Euro, Swiss franc and Danish krone. The gains were slightly
offset by losses from non-dollar cross-rate trading. The European Central Bank
raised the repo rate in November due to inflation pressures, which generated
gains for short positions in the Euro currency. On a trade-weighted basis, the
Swiss franc ended the first quarter to close at a seven-month low, mostly as a
result of the stronger US dollar. The Canadian dollar also underwent similar
fluctuations throughout the year. Euro currency trading sustained losses as it
continued to trade in the same choppy pattern that has been evident during most
of 1999.
Metals trading was profitable during 1999, primarily due to the
spectacular move up in gold and slight gains from short positions in aluminum
and copper. In early June, gold had reached its lowest level in over 20 years. A
major statement from the president of the European Central Bank stated that the
member banks had agreed not to expand their gold lending. This sent gold prices
sharply higher in late September. Gold prices had stabilized in the fourth
quarter following the price surge. Early in the year, burdensome warehouse
stocks and questionable demand prospects weighed on base metals as aluminum fell
to a five-year low and copper fell to nearly an 11-year low. The economic
scenario for Asia, Brazil, Europe and emerging market nations helped to keep
copper and other base metals on the defensive as demand receded with virtually
no supply side response in the second quarter. A substantial increase in Chinese
imports combined with the recovery in the rest of Asia and Europe had
significantly improved demand for aluminum pushing prices higher during
December.
Stock Index trading was profitable during 1999 with gains in
Hong Kong's Hang Seng and Japan's Topix and Nikkei indices outweighing small
losses in the S&P 500 index. Stock indices continued their volatile swings
throughout the year an the Dow Jones Industrial Average closed above the 10,000
and 11,000 marks during the year. S&P 500 positions generated losses during the
year as the U.S. markets continued their volatile swings, which made the trading
environment extremely difficult. However, the Hong Kong and Japanese stock
indices recovered during the year producing gains for the Partnership.
Interest rate trading was volatile during the year as the
Federal Reserve raised interest rates three times and the Japanese government's
continued desire to keep short-term rates at zero loomed over the markets
throughout the year. The Partnership was slightly unprofitable due to losses
from Japanese ten-year bond trading and short-term Eurodollar deposits narrowly
outweighed gains from U.S. and European bond and note trading. Early in the
year, the yield on the Japanese government ten-year bond increased to 1.8%,
sharply above the record low of 0.695% it reached on October 7, 1998. This was
triggered by the Japanese Trust Partnership Bureau's decision to absorb a
smaller share of future issues, leaving the burden of financing future budget
deficits to the private sector.
Agriculture commodity trading generated the largest losses in
1999 as coffee, sugar, cotton, corn, wheat and soybeans encountered whipsaw
market conditions and continued volatility throughout the market sector. The
anticipation of supply/demand imbalance for coffee from an expected 2000-2001
bumper crop in Brazil pushed prices lower. These factors also led to an increase
in prices as there was a sharp decline in crop ratings during the second half of
the year. There was also a sharp upturn in soy prices. Losses in coffee trading
became evident due to cold temperature and lack of rainfall in Brazil.
-9-
<PAGE>
1998 Total Trading
Results
Interest Rates and Stock Indices $ 874,177
Agriculture (76,779)
Currencies (434,481)
Energy 428,384
Metals (206,677)
----------------
$ 584,624
================
In 1998, interest rate futures trading was quite profitable,
particularly the Japanese 10-year government bond. The long side of the bond was
profitable earlier in the year as interest rates fell to record low levels and
the short side was profitable in the latter part of the year as interest rates
moved back up. Long positions in European interest rate futures were also
profitable. Profitable long positions included German, French, Spanish and
Italian 10-year government bonds. Short-term Eurodollar trading and U.S. 10-year
Treasury note trading were also profitable.
Currency trading against the U.S. dollar and non-dollar
cross-rate trading were both somewhat unprofitable in 1998. Yen trading was
quite profitable but the gains were outweighed by losses from European currency
trading.
Stock index futures trading was also unprofitable in 1998 with
losses from Japanese stock indices outweighing gains from the Hong Kong Hang
Seng and S&P 500 indices.
Metal trading was unprofitable in 1998, primarily due to
losses in copper.
Energy trading was profitable in 1998 due to short positions
in crude oil, heating oil, London gasoil and unleaded gasoline. Natural gas
trading was somewhat unprofitable.
Agricultural commodity trading was narrowly unprofitable with
gains from sugar and corn trading outweighed by losses from coffee, cocoa and
cotton trading.
1997 Total Trading
Results
Interest Rates and Stock Indices $ 679,273
Agriculture (8,456)
Currencies 1,280,992
Energy 42,962
Metals (545,380)
----------------
$ 1,449,391
================
Trend reversals and extreme market volatility, affected by such
factors as the Asian flu and El Nino, were characteristic of most of 1997.
However, the year proved to be a profitable one overall for the Fund as trends
in several key markets enabled the Advisor to profit despite the significant
obstacles. Although trading results in several sectors may have been lackluster,
the global currency and bond markets offered noteworthy trading opportunities,
which resulted in significant profits in these markets during the year.
Additionally, the currency and interest rate sectors of the Fund's portfolio
represented its largest percentage of market commitments.
In currency markets, the U.S. dollar rallied and started 1997 on
a strong note, rising to a four-year high versus the Japanese yen and
two-and-a-half year highs versus the Deutsche mark and the Swiss franc. However,
the dollar underwent two significant corrections during the year. The first
correction occurred in the Spring against the Japanese yen, due to the G7
finance ministers' determination that a further dollar advance would be
counter-productive to their current goals. From August through mid-November, the
dollar corrected against the Eurocurrencies in advance of a well-advertised
-10-
<PAGE>
tightening by the Bundesbank. By mid-December the dollar had bounced back to new
highs against the yen and was rallying against the mark.
Global interest rate markets began the year on a volatile note,
as investors evaluated economic data for signs of inflation. By the middle of
the year, economic data in key countries was positive indicating lower inflation
and igniting a worldwide rally in the bond markets. Specifically, investor
sentiment was particularly strong in the U.S., where prices on the 30-year
Treasury bond and 10-year Treasury note rose to their highest levels in over two
years. This followed a largely positive economic report delivered by Federal
Reserve Chairman Greenspan in testimony before Congress. Effects of the plunge
in the Hong Kong stock market in late October spread rapidly throughout the
world's financial markets, including global bond markets. After continued
volatility in subsequent months made trading difficult, 1997 interest rate
trading ended on a positive note when U.S. and Japanese bond markets rallied as
a flight to safety from plunging stock markets around the world occurred in
December.
In energy markets, a slump in crude oil prices was
characteristic of its lackluster performance from the beginning of the year.
Early in 1997, volatility returned in the energy markets, reflecting the impact
of a winter significantly warmer than normal. By mid-year, the decline in prices
reversed sharply as Saudi Arabia and Iran, together representing about 45% of
OPEC's oil production, joined forces to pressure oil-producing nations to stay
within OPEC production quotas. In December, financial and economic problems in
Asia reduced demand for oil, and in combination with ample supplies, resulted in
crude oil prices declining once again.
Liquidity; Capital Resources
The Fund's costs are generally proportional to its asset base,
and, within broad ranges of capitalization, the Advisor's trading positions (and
the resulting gains and losses) should increase or decrease in approximate
proportion to the size of the Fund account managed by the Advisor.
Inflation is not a significant factor in the Fund's
profitability, although inflationary cycles can give rise to the type of major
price movements that can have a materially favorable or adverse impact on the
Fund's performance.
In its trading to date, the Fund has from time to time had
substantial unrealized gains and losses on its open positions. These gains or
losses are received or paid on a periodic basis as part of the routine clearing
cycle on exchanges or in the over-the-counter markets (the only over-the-counter
market in which the Fund trades is the inter-bank forward market in currencies).
In highly unusual circumstances, market illiquidity could make it difficult for
the Advisor to close out open positions, and any such illiquidity could expose
the Fund to significant losses, or cause it to be unable to recognize unrealized
gains.
Year 2000 Compliance Initiative
In 1999, Merrill Lynch completed its efforts to address the
Year 2000 issue (the "Y2K issue"). The Y2K issue was the result of a
widespread programming technique that caused computer systems to identify a date
based on the last two numbers of a year, with the assumption that the first two
numbers of the year are "19". As a result, the year 2000 would be stored as
"00", causing computers to incorrectly interpret the year as 1900. Left
uncorrected, the Y2K issue may have caused serious failures in information
technology systems and other systems.
In 1995, Merrill Lynch established the Year 2000 Compliance
Initiative to address the internal and external risks associated with the Y2K
issue. The initiative consisted of six phases, completed by the millennium:
planning, pre-renovation, renovation, production testing, certification, and
integration testing. Contingency plans were established in the event of any
failures or disruptions.
Through the date of this filing, there have been no material
failures or disruptions of systems or services at Merrill Lynch attributable to
the Y2K issue. Similarly we have not been notified of any material failure or
disruption of systems or services affecting third parties in their capacity to
transact business with Merrill Lynch or in Merrill Lynch's capacity to transact
business with others. Merrill Lynch continues to monitor the performance of its
systems for any possible future failures or disruptions attributable to the Y2K
issue.
As of December 31, 1999, the total estimated expenditures of
existing and incremented resources for the entire Year 2000 Compliance
Initiative was approximately $510 million, including $102 million of occupancy,
communications, and other related overhead expenditures, as Merrill Lynch is
applying a fully costed pricing methodology for this project. At December 31,
1999, of the total estimated expenditures, approximately $12 million, related to
continued testing, contingency planning, risk management, and the wind down of
the efforts, had not yet been spent.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not applicable.
Item 8: Financial Statements and Supplementary Data
-------------------------------------------
The financial statements required by this Item are included in
Exhibit 13.01.
The supplementary financial information ("selected quarterly
financial data" and "information about oil and gas producing activities")
specified by Item 302 of Regulation S-K is not applicable. MLIP promoted the
Fund and is its controlling person.
Item 9: Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
There were no changes in or disagreements with independent
auditors on accounting and financial disclosure.
-11-
<PAGE>
PART III
Item 10: Directors and Executive Officers of the Registrant
--------------------------------------------------
10(a) and 10(b) Identification of Directors and Executive Officers:
--------------------------------------------------
As a limited partnership, the Partnership itself has no officers
or directors and is managed by the General Partner. Trading decisions are made
by Millburn Ridgefield on behalf of the Partnership.
The directors and executive officers of MLIP and their
respective business backgrounds are as follows:
John R. Frawley, Jr. Chairman, Chief Executive Officer,
President and Director
Jeffrey F. Chandor Senior Vice President, Director of
Sales, Marketing and Research and Director
Michael L. Pungello Vice President, Chief Financial Officer and
Treasurer
Allen N. Jones Director
Stephen G. Bodurtha Director
Michael J. Perini Director
Steven B. Olgin Vice President, Secretary and
Director of Administration
John R. Frawley, Jr. was born in 1943. Mr. Frawley is
Chairman, Chief Executive Officer, President and a Director of MLIP and
Co-Chairman of MLF. He joined Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S") in 1966 and has served in various positions, including Retail and
Institutional Sales, Manager of New York Institutional Sales, Director of
Institutional Marketing, Senior Vice President of Merrill Lynch Capital Markets
and Director of International Institutional Sales. Mr. Frawley holds a Bachelor
of Science degree from Canisius College. Mr. Frawley served on the CFTC's
Regulatory Coordination Advisory Committee from its formation in 1990 through
its dissolution in 1994. Mr. Frawley has served four consecutive one-year terms
as Chairman of the Managed Funds Association (formerly, the Managed Futures
Association), a national trade association that represents the managed futures,
hedge funds and fund of funds industry. Mr. Frawley currently serves as a member
of the CFTC's Global Markets Advisory Committee.
Jeffrey F. Chandor was born in 1942. Mr. Chandor is Senior
Vice President, Director of Sales, Marketing and Research and a Director of
MLIP. He joined MLPF&S in 1971 and has served as the Product Manager of
International Institutional Equities, Equity Derivatives and Mortgage-Backed
Securities as well as Managing Director of International Sales in the United
States, and Managing Director of Sales in Europe. Mr. Chandor holds a Bachelor
of Arts degree from Trinity College, Hartford, Connecticut. Mr. Chandor is
serving a two-year term as a director of the Managed Funds Association.
Michael L. Pungello was born in 1957. Effective May 1, 1999,
Mr. Pungello became Vice President, Chief Financial Officer and Treasurer
of MLIP. He was First Vice President and Senior Director of Finance for Merrill
Lynch's Operations, Services and Technology Group from January 1998 to March
1999. Prior to that, Mr. Pungello spent over 18 years with Deloitte & Touche
LLP, and was a partner in their Financial Services practice from June 1990 to
December 1997. He graduated from Fordham University in 1979 with a Bachelor of
Science degree in accounting and received his Master of Business Administration
degree in Finance from New York University in 1987.
-12-
<PAGE>
Allen N. Jones was born in 1942. Mr. Jones is a Director of
MLIP and, from July 1995 until January 1998, Mr. Jones was also Chairman of the
Board of Directors of MLIP. Mr. Jones graduated from the University of Arkansas
with a Bachelor of Science, Business Administration degree in 1964. Since June
1992, Mr. Jones has held the position of Senior Vice President of MLPF&S. From
June 1992 through February 1994, Mr. Jones was the President and Chief Executive
Officer of Merrill Lynch Insurance Group, Inc. ("MLIG") and remains on the Board
of Directors of MLIG and its subsidiary companies. From February 1994 to April
1997, Mr. Jones was the Director of Individual Financial Services of the Merrill
Lynch Private Client Group. In April 1997, Mr. Jones became the Director of
Private Client marketing.
Stephen G. Bodurtha was born in 1958. Mr. Bodurtha is a
Director of MLIP. In 1980, Mr. Bodurtha graduated magna cum laude from Wesleyan
University, Middletown, Connecticut with a Bachelor of Arts degree in
Government. From 1980 to 1983, Mr. Bodurtha worked in the Investment Banking
Division of Merrill Lynch. In 1985, he was awarded his Master of Business
Administration degree from Harvard University, where he also served as
Associates Fellow (1985 to 1986). From 1986 to 1989, Mr. Bodurtha held the
positions of Associate and Vice President with Kidder, Peabody & Co.,
Incorporated where he worked in their Financial Futures & Options Group. Mr.
Bodurtha joined MLPF&S in 1989 and has held the position of First Vice President
since 1995. He has been the Director in charge of the Structured Investments
Group of MLPF&S since 1995.
Michael J. Perini was born in 1947. Effective May 11, 1999,
Mr. Perini became a Director of MLIP. Since February 1998, Mr. Perini has been
First Vice President and Senior Director of the Defined and Managed Funds Group,
which includes Defined Asset Funds, Special Investments and MLIP. This is part
of the Investment Strategy Product Group of Merrill Lynch Private Client.
Previously Michael Perini was Director of Defined Asset Funds and has held
various management positions since he joined Merrill Lynch in 1970. Mr. Perini
attended St. John's University and New York University as well as The Stanford
University Marketing Management Program. He was elected to the Board of
Governors of the Investment Company Institute in Washington, D.C., and is
Chairman of the Unit Investment Trust Committee of the Institute.
Steven B. Olgin was born in 1960. Mr. Olgin is Vice President,
Secretary and the Director of Administration of MLIP. He joined MLIP in July
1994 and became a Vice President in July 1995. From 1986 until July 1994, Mr.
Olgin was an associate of the law firm of Sidley & Austin. In 1982, Mr. Olgin
graduated from The American University with a Bachelor of Science degree in
Business Administration and a Bachelor of Arts degree in Economics. In 1986, he
received his Juris Doctor degree from The John Marshall Law School. Mr. Olgin is
a member of the Managed Funds Association's Government Relations Committee and
has served as an arbitrator for the NFA. Mr. Olgin is also a member of the
Committee on Futures Regulation of the Association of the Bar of the City of New
York.
As of December 31, 1999, the principals of MLIP had no
investment in the Fund, and MLIP's general partner interest in the Fund was
valued at $88,018.
MLIP acts as general partner to eleven public futures funds
whose units of limited partnership interest are registered under the Securities
Exchange Act of 1934: ML Futures Investments L.P., ML Futures Investments II
L.P., John W. Henry & Co./Millburn L.P., The S.E.C.T.O.R. Strategy Fund (SM)
L.P., The SECTOR Strategy Fund (SM) II L.P., The SECTOR Strategy Fund (SM) V
L.P., The SECTOR Strategy Fund (SM) VI L.P., ML Global Horizons L.P., ML
Principal Protection L.P., ML JWH Strategic Allocation Fund L.P. and the Fund.
Because MLIP serves as the sole general partner of each of these funds, the
officers and directors of MLIP effectively manage them as officers and directors
of such funds.
(c) Identification of Certain Significant Employees:
-----------------------------------------------
None.
(d) Family Relationships:
--------------------
None.
(e) Business Experience:
-------------------
See Item 10(a)(b) above.
(f) Involvement in Certain Legal Proceedings:
----------------------------------------
None.
(g) Promoters and Control Persons:
-----------------------------
Not applicable.
-13-
<PAGE>
Item 11: Executive Compensation
----------------------
The directors and officers of MLIP are remunerated by MLIP in
their respective positions. The Fund does not itself have any officers,
directors or employees. The Fund pays Brokerage Commissions to an affiliate of
MLIP and Administrative Fees to MLIP. MLIP or its affiliates may
also receive certain economic benefits from possession of the Fund's dollar
assets. The directors and officers receive no "other compensation" from the Fund
and the directors receive no compensation for serving as directors of MLIP.
There are no compensation plans or arrangements relating to a change in control
of either the Fund or MLIP.
Item 12: Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners:
-----------------------------------------------
<TABLE>
<CAPTION>
Amount of Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership Percent of Class
- -------------- ------------------------ -------------------- ----------------
<S> <C> <C> <C>
Limited Elizabeth Waterman 1,500 5.78%
Partnership c/o James Waterman
Units 472 North Maple Avenue
Greenwich, CT 06830
</TABLE>
(b) Security Ownership of Management:
--------------------------------
As of December 31, 1999, MLIP owned 339 Units (Unit-equivalent
general partnership interest), which was 1.27% of the total Units
outstanding.
(c) Changes in Control:
------------------
None.
Item 13: Certain Relationships and Related Transactions
----------------------------------------------
(a) Transactions Between Merrill Lynch and the Fund
All of the service providers to the Fund, other than the
Advisor, are affiliates of Merrill Lynch. Merrill Lynch negotiated with the
Advisor over the level of its advisory fees and Profit Share. However, none of
the fees paid by the Fund to any Merrill Lynch party were negotiated, and they
are higher than would have been obtained in arm's-length bargaining.
The Fund pays Merrill Lynch substantial Brokerage Commissions
and Administrative Fees as well as bid-ask spreads on forward currency trades.
The Fund also pays MLF interest on short-term loans extended by MLF to cover
losses on foreign currency positions.
Within the Merrill Lynch organization, MLIP is the direct
beneficiary of the revenues received by different Merrill Lynch entities from
the Fund. MLIP controls the management of the Fund and serves as its promoter.
Although MLIP has not sold any assets, directly or indirectly, to the Fund, MLIP
makes substantial profits from the Fund due to the foregoing revenues.
No loans have been, are or will be outstanding between MLIP or
any of its principals and the Fund.
MLIP pays substantial selling commissions and trailing
commissions to MLPF&S for distributing the Units. MLIP is ultimately paid back
for these expenditures from the revenues it receives from the Fund.
(b) Certain Business Relationships:
------------------------------
MLF, an affiliate of MLIP, acts as the principal commodity
broker for the Fund.
-14-
<PAGE>
In 1999 the Fund expensed: (i) Brokerage Commissions of
$761,747 to MLF, which included $160,368 in consulting fees earned by the
Advisor; and (ii) Administrative Fees of $20,044 to MLIP. In addition, MLIP and
its affiliates may have derived certain economic benefits from possession of a
portion of the Fund's assets, as well as from foreign exchange and EFP trading.
See Item 1(c), "Narrative Description of Business -- Charges"
and "-- Description of Current Charges" for a discussion of other business
dealings between MLIP affiliates and the Partnership.
(c) Indebtedness of Management:
--------------------------
The Fund is prohibited from making any loans, to management or
otherwise.
(d) Transactions with Promoters:
---------------------------
Not applicable.
PART IV
Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
<TABLE>
<CAPTION>
(a)1. Financial Statements (found in Exhibit 13.01): Page:
--------------------------------------------- -----
<S> <C>
Independent Auditors' Report 1
Consolidated Statements of Financial Condition as of December 31, 1999 and 1998 2
For the years ended December 31, 1999, 1998 and 1997:
Consolidated Statements of Operations 3
Consolidated Statements of Changes in Partners' Capital 4
Notes to Consolidated Financial Statements 5-9
</TABLE>
(a)2. Financial Statement Schedules:
-----------------------------
Financial statement schedules not included in this Form 10-K
have been omitted for the reason that they are not required or
are not applicable or that equivalent information has been
included in the financial statements or notes thereto.
(a)3. Exhibits:
--------
The following exhibits are incorporated by reference or are
filed herewith to this Annual Report on Form 10-K:
<TABLE>
<CAPTION>
Designation Description
- ----------- -----------
<S> <C>
3.01 Amended and Restated Limited Partnership Agreement of the Partnership.
Exhibit 3.01: Is incorporated herein by reference from Exhibit 3.01 contained in Amendment No. 1 to the Registration
- ------------ Statement (File No. 33-8377) filed on October 21, 1986, on Form S-1 under the Securities Act of 1933 (the
"Registrant's Registration Statement").
3.02 Amendment No. 1 to the Amended and Restated Limited Partnership Agreement dated March 1, 1990.
Exhibit 3.02 Is incorporated by reference from Exhibit 3.02 contained in the Partnership's report on Form 10-K for the
- ------------
fiscal year ended December 31, 1989.
3.04 Amended and Restated Certificate of Limited Partnership of the Registrant, dated July 27, 1995.
</TABLE>
-15-
<PAGE>
<TABLE>
<S> <C>
Exhibit 3.04: Is incorporated herein by reference from Exhibit 3.04 contained in the Partnership's Report on Form 10-Q
- ------------
for the Quarter ended September 30, 1995.
10.01 Joint Venture Agreement between the Partnership, Merrill Lynch Investment Partners Inc. and Millburn
Ridgefield Corporation.
Exhibit 10.01: Is incorporated herein by reference from Exhibit 10.01 contained in the Registrant's Registration Statement.
- -------------
10.03 Customer Agreement between the Joint Venture and Merrill Lynch Futures Inc.
Exhibit 10.03: Is incorporated hereby by reference from Exhibit 10.03 contained in the Registrant's Registration Statement.
- -------------
10.05 Form of Consulting Agreement between Millburn Ridgefield Corporation and the Partnership.
Exhibit 10.05: Is incorporated herein by reference from Exhibit 10.05(a) contained in the Partnership's Report on Form 10-K
- ------------- of December 31, 1987, filed on March 28, 1988.
10.06 Foreign Exchange Desk Service Agreement, dated July 1, 1993 among Merrill Lynch Investment Partners Inc.,
Merrill Lynch Futures Inc. and the Fund.
Exhibit 10.06: Is incorporated herein by reference from Exhibit 10.06 contained in the Registrant's report on Form 10-K
- ------------- for the year ended December 31, 1996.
10.07(a) Form of Advisory and Consulting Agreement Amendment among Merrill Lynch Investment Partners Inc., Millburn
Ridgefield Corporation, the Fund and Merrill Lynch Futures.
Exhibit 10.07(a): Is incorporated herein by reference from Exhibit 10.07(a) contained in the Registrant's report on Form 10-K
- ---------------- for the year ended December 31, 1996.
10.07(b) Form of Amendment to the Customer Agreement among the Partnership and MLF.
Exhibit 10.07(b): Is incorporated herein by reference from Exhibit 10.07(b) contained in the Registrant's report on Form 10-K
- ---------------- for the year ended December 31, 1996.
13.01 1999 Annual Report and Independent Auditors' Report.
Exhibit 13.01: Is filed herewith.
- -------------
28.01 Prospectus of the Partnership dated October 27, 1986.
Exhibit 28.01: Is incorporated herein by reference as filed with the Securities and Exchange Commission pursuant to Rule 424
- ------------- under the Securities Act of 1933, Registration Statement (File No. 33-8377) on Form S-1, on October 31, 1986.
</TABLE>
(b) Report on Form 8-K:
------------------
No reports on Form 8-K were filed during the fourth quarter of
1999.
-16-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE FUTURES EXPANSION FUND LIMITED
PARTNERSHIP
By: MERRILL LYNCH INVESTMENT PARTNERS INC.
General Partner
By: /s/John R. Frawley, Jr.
------------------------
John R. Frawley, Jr.
Chairman, Chief Executive Officer,
President and Director
(Principal Executive Officer)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed on March 30, 2000 by the
following persons on behalf of the Registrant and in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John R. Frawley, Jr. Chairman, Chief Executive Officer, President and Director March 30, 2000
- ------------------------------ (Principal Executive Officer)
John R. Frawley, Jr.
/s/ Michael L. Pungello Vice President, Chief Financial Officer, and Treasurer March 30, 2000
- ----------------------- (Principal Financial and Accounting Officer)
Michael L. Pungello
/s/ Jeffrey F. Chandor Senior Vice President, Director of Sales, March 30, 2000
- ------------------------------- Marketing and Research, and Director
Jeffrey F. Chandor
/s/ Michael J. Perini Director March 30, 2000
- ---------------------------------
Michael J. Perini
</TABLE>
(Being the principal executive officer, the principal financial and accounting
officer and a majority of the directors of Merrill Lynch Investment Partners
Inc.)
MERRILL LYNCH INVESTMENT General Partner of Registrant March 30, 2000
PARTNERS INC.
By:/s/John R. Frawley, Jr.
-----------------------
John R. Frawley, Jr.
-17-
<PAGE>
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
1999 FORM 10-K
INDEX TO EXHIBITS
-----------------
Exhibit
-------
Exhibit 13.01 1999 Annual Report and Independent Auditors' Report
-18-
<PAGE>
Exhibit 13.01
THE FUTURES EXPANSION FUND
LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
AND JOINT VENTURE
Consolidated Financial Statements for the years ended
December 31, 1999, 1998 and 1997 and
Independent Auditors' Report
[LOGO] Merrill Lynch
<PAGE>
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
(A Delaware Limited Partnership) AND JOINT VENTURE
- --------------------------------------------------
TABLE OF CONTENTS
- -----------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997:
Consolidated Statements of Financial Condition 2
Consolidated Statements of Operations 3
Consolidated Statements of Changes in Partners' Capital 4
Notes to Consolidated Financial Statements 5-9
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners of
The Futures Expansion Fund Limited Partnership:
We have audited the accompanying consolidated statements of financial condition
of The Futures Expansion Fund Limited Partnership (the "Partnership") and its
joint venture (the "Joint Venture") with Millburn Ridgefield Corporation as of
December 31, 1999 and 1998, and the related consolidated statements of
operations and of changes in partners' capital for each of the three years in
the period ended December 31, 1999. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of The Futures Expansion Fund Limited
Partnership and its Joint Venture as of December 31, 1999 and 1998 and the
results of their operations and changes in partners' capital for each of the
three years in the period ended December 31, 1999 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
February 4, 2000
<PAGE>
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
(A Delaware Limited Partnership) AND JOINT VENTURE
- --------------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
----------------- ------------------
<S> <C> <C>
ASSETS
Equity in commodity futures trading accounts:
Cash and options premiums $6,714,860 $ 8,505,137
Net unrealized profit on open contracts 321,369 258,842
Accrued interest (Note 3) 32,088 30,544
----------------- ------------------
TOTAL $7,068,317 $ 8,794,523
================= ==================
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Brokerage commissions payable (Note 3) $ 55,913 $ 69,620
Profit Shares payable (Note 2) 5,571 116,259
Administrative fees payable (Note 3) 1,471 1,832
Redemptions payable 51,928 47,201
----------------- ------------------
Total liabilities 114,883 234,912
----------------- ------------------
PARTNERS' CAPITAL:
General Partner (339 Units and 339 Units) 88,018 94,122
Limited Partners (26,442 Units and 30,490 Units) 6,865,416 8,465,489
----------------- ------------------
Total partners' capital 6,953,434 8,559,611
----------------- ------------------
TOTAL $7,068,317 $ 8,794,523
================= ==================
NET ASSET VALUE PER UNIT
(Based on 26,781 Units and 30,829 Units outstanding) $ 259.64 $ 277.65
================= ==================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
(A Delaware Limited Partnership) AND JOINT VENTURE
- --------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
REVENUES:
Trading profit (loss):
Realized $(160,036) $ 761,007 $ 1,551,671
Change in unrealized 62,797 (176,383) (102,280)
----------------- ----------------- -----------------
Total trading results (97,239) 584,624 1,449,391
Interest income (Note 3) 383,867 433,501 470,192
----------------- ----------------- -----------------
Total revenues 286,628 1,018,125 1,919,583
----------------- ----------------- -----------------
EXPENSES:
Brokerage commissions (Note 3) 761,747 860,552 1,022,449
Profit Shares (Note 2) 5,571 118,954 278,351
Administrative fees (Note 3) 20,044 22,646 26,392
----------------- ----------------- -----------------
Total expenses 787,362 1,002,152 1,327,192
----------------- ----------------- -----------------
NET INCOME (LOSS) $(500,734) $ 15,973 $ 592,391
================= ================= =================
NET INCOME (LOSS) PER UNIT:
Weighted average number of General Partner
and Limited Partner Units outstanding (Note 4) 28,830 33,048 36,889
================= ================= =================
Net income (loss) per weighted average
General Partner and Limited
Partner Unit $ (17.37) $ 0.48 $ 16.06
================= ================= =================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
(A Delaware Limited Partnership) AND JOINT VENTURE
- --------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Units General Partner Limited Partners Total
---------------- ------------------------- ------------------------- -----------------------
<S> <C> <C> <C> <C>
PARTNERS' CAPITAL,
DECEMBER 31, 1996 38,018 $ 134,829 $ 9,760,787 $ 9,895,616
Redemptions (3,053) - (847,269) (847,269)
Net income - 7,997 584,394 592,391
---------------- ------------------------- ------------------------- -----------------------
PARTNERS' CAPITAL,
DECEMBER 31, 1997 34,965 142,826 9,497,912 9,640,738
Redemptions (4,136) (47,442) (1,049,658) (1,097,100)
Net income (loss) - (1,262) 17,235 15,973
---------------- ------------------------- ------------------------- -----------------------
PARTNERS' CAPITAL,
DECEMBER 31, 1998 30,829 94,122 8,465,489 8,559,611
Redemptions (4,048) - (1,105,443) (1,105,443)
Net loss - (6,104) (494,630) (500,734)
---------------- ------------------------- ------------------------- -----------------------
PARTNERS' CAPITAL,
DECEMBER 31, 1999 26,781 $ 88,018 $ 6,865,416 $ 6,953,434
================ ========================= ========================= =======================
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
(A Delaware Limited Partnership) AND JOINT VENTURE
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
The Futures Expansion Fund Limited Partnership (the "Partnership") was
organized under the Delaware Revised Uniform Limited Partnership Act on August
13, 1986 and commenced trading activities on January 2, 1987. The Partnership,
through its joint venture with Millburn Ridgefield Corporation (the "Trading
Manager"), engages in the speculative trading of futures, options on futures and
forward contracts on a wide range of commodities. Merrill Lynch Investment
Partners Inc. ("MLIP"), a wholly-owned subsidiary of Merrill Lynch Group, Inc.
which, in turn, is a wholly-owned subsidiary of Merrill Lynch & Co., Inc.
("Merrill Lynch"), is the general partner of the Partnership. Merrill Lynch
Futures Inc. ("MLF"), an affiliate of Merrill Lynch, is the Joint Venture's
commodity broker. MLIP has agreed to maintain a general partner's interest of at
least 1% of the total capital of the Partnership. MLIP and each Limited Partner
share in the profits and losses of the Partnership in proportion to their
respective interests in it.
The consolidated financial statements include the accounts of the joint
venture (the "Joint Venture") to which the Partnership has contributed
substantially all of its available capital, representing a current equity
interest in the Joint Venture of approximately 97%. The Partnership and the
Trading Manager share in the profits and losses of the Joint Venture in
proportion to their respective interests in it, except to the extent of the
Profit Share. All transactions between the Partnership and the Joint Venture are
eliminated in consolidation. References to the Partnership include references to
the Joint Venture unless the context otherwise requires.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
- -------------------
Commodity futures, options on futures and forward contract transactions are
recorded on the trade date and open contracts are reflected in net unrealized
profit on open contracts in the Consolidated Statements of Financial Condition
at the difference between the original contract value and the market value (for
those commodity interests for which market quotations are readily available) or
at fair value. The change in unrealized profit (loss) on open contracts from one
period to the next is reflected in Trading profit (loss): Change in unrealized
in the Consolidated Statements of Operations.
5
<PAGE>
Foreign Currency Transactions
- -----------------------------
The Partnership's functional currency is the U.S. dollar; however, it
transacts business in currencies other than the U.S. dollar. Assets and
liabilities denominated in currencies other than the U.S. dollar are translated
into U.S. dollars at the rates in effect at the dates of the Statements of
Financial Condition. Income and expense items denominated in currencies other
than the U.S. dollar are translated into U.S. dollars at the rates in effect
during the period. Gains and losses resulting from the translation to U.S.
dollars are reported in total trading results.
Operating Expenses
- ------------------
MLIP pays for all routine operating costs (including legal, accounting,
printing, postage and similar administrative expenses of the Partnership,
including the Partnership's share of any such costs incurred by the Joint
Venture (Note 2). MLIP receives an administrative fee as well as a portion of
the brokerage commission paid to MLF by the Joint Venture.
Income Taxes
- ------------
No provision for income taxes has been made in the accompanying
consolidated financial statements as each Partner is individually responsible
for reporting income or loss based on such Partner's respective share of the
Partnership's income and expenses as reported for income tax purposes.
Distributions
- -------------
The Limited Partners are entitled to receive, equally per Unit, any
distributions which may be made by the Partnership. No such distributions had
been made as of December 31, 1999.
Redemptions
- -----------
A Limited Partner may redeem some or all of such Partner's Units at Net
Asset Value as of the close of business on the last day of any month upon ten
calendar days' notice.
Dissolution of the Partnership
- ------------------------------
The Partnership will terminate on December 31, 2006, or at an earlier date
if certain conditions occur, as well as under certain other circumstances as set
forth in the Limited Partnership Agreement.
2. JOINT VENTURE AGREEMENT
The Partnership and Millburn Partners entered into a Joint Venture
Agreement whereby Millburn Partners contributed $100,000 to the Joint Venture
and the Partnership contributed all of its available capital (except for an
administrative reserve). Subsequently, Millburn Partners assigned its rights
and obligations under the Joint Venture Agreement to the Trading Manager. The
Joint Venture Agreement is in effect for successive one-year terms, but, in
fact, given the single advisor structure of the Joint Venture, the Joint Venture
and the Partnership would terminate were the Joint Venture Agreement not to be
renewed. The Joint Venture Agreement was renewed for the year ended December 31,
2000. MLIP is the manager of the Joint Venture, while the Trading Manager has
sole discretion in determining the commodity futures, options on futures and
forward trades to be made on its behalf.
6
<PAGE>
Pursuant to the Joint Venture Agreement, the Trading Manager and the
Partnership share in the profits of the Joint Venture based on equity ownership
after 20% of annual New Trading Profits, as defined, are allocated to the
Trading Manager. Losses are allocated to the Trading Manager and the
Partnership based on equity ownership.
3. RELATED PARTY TRANSACTIONS
The Joint Venture's U.S. dollar assets are maintained at MLF. On assets
held in U.S. dollars, Merrill Lynch credits the Joint Venture with interest at
the prevailing 91-day U.S. Treasury bill rate. The Joint Venture is credited
with interest on any of its net gains actually held by Merrill Lynch in non-U.S.
dollar currencies at a prevailing local rate received by Merrill Lynch. Merrill
Lynch may derive certain economic benefit, in excess of the interest which
Merrill Lynch pays to the Joint Venture, from possession of such assets.
Merrill Lynch charges the Joint Venture Merrill Lynch's cost of financing
realized and unrealized losses on the Joint Venture's non-U.S. dollar-
denominated positions.
The Joint Venture pays brokerage commissions to MLF at a flat rate of .792
of 1% (a 9.5% annual rate) of the Joint Venture's month-end assets. The Joint
Venture also pays MLIP a monthly administrative fee of .021 of 1% (a .25% annual
rate) of the Joint Venture's month-end assets. Month-end assets are not
reduced, for purposes of calculating brokerage commissions and administrative
fees, by any accrued commissions, administrative fees, Profit Shares or other
fees or charges.
MLIP estimates the round-turn equivalent commission rate charged to the
Joint Venture during the years ended December 31, 1999, 1998 and 1997 was
approximately $237, $105 and $84, respectively (not including, in calculating
round-turn equivalents, forward contracts on a futures-equivalent basis).
MLF pays the Advisor annual consulting fees of .167 of 1% (a 2% annual
rate) of the Joint Venture's month-end assets after reduction for a portion of
the brokerage commissions.
4. WEIGHTED AVERAGE UNITS
The weighted average number of Units outstanding was computed for purposes
of disclosing net income per weighted average Unit. The weighted average Units
outstanding for the years ended December 31, 1999, 1998 and 1997 equals the
Units outstanding as of such date, adjusted proportionately for Units redeemed
based on the respective length of time each was outstanding during the period.
5. FAIR VALUE AND OFF-BALANCE SHEET RISK
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (the "Statement"), effective for fiscal
years beginning after June 15, 2000, as amended by SFAS No. 137. This Statement
supercedes SFAS No. 119 ("Disclosure about Derivative Financial Instruments and
Fair Value of Financial Instruments") and SFAS No. 105 ("Disclosure of
Information about Financial Instruments with Off-Balance Sheet Risk and
Financial Instruments with Concentrations of Credit Risk") whereby disclosure of
average aggregate fair values and contract/notional values, respectively, of
derivative financial instruments is no longer required for an entity such as the
Partnership which carries its assets at fair value. Such Statement sets forth a
much broader definition of a derivative instrument.
7
<PAGE>
MLIP does not believe that the adoption of the provisions of such Statement
had a significant effect on the financial statements.
SFAS No. 133 defines a derivative as a financial instrument or other contract
that has all three of the following characteristics: (1) one or more underlyings
and notional amounts or payment provisions; (2) requires no initial net
investment or a smaller initial net investment than would be required for other
types of contracts that would be expected to have a similar response to changes
in market factors; and, (3) terms that require or permit net settlement.
Generally, derivatives include futures, forwards, swaps, options or other
financial instruments with similar characteristics such as caps, floors and
collars.
Market Risk
- -----------
Derivative instruments involve varying degrees of off-balance sheet market risk.
Changes in the level or volatility of interest rates, foreign currency exchange
rates or the market values of the financial instruments or commodities
underlying such derivative instruments frequently result in changes in the
Partnership's net unrealized profit on such derivative instruments as reflected
in the Statements of Financial Condition. The Partnership's exposure to market
risk is influenced by a number of factors, including the relationships among the
derivative instruments held by the Partnership as well as the volatility and
liquidity of the markets in which the derivative instruments are traded.
MLIP has procedures in place intended to control market risk exposure, although
there can be no assurance that they will, in fact, succeed in doing so. These
procedures focus primarily on monitoring the trading of the Trading Manager,
calculating the Net Asset Value of the Partnership as of the close of business
on each day and reviewing outstanding positions for over-concentrations. While
MLIP does not itself intervene in the markets to hedge or diversify the
Partnership's market exposure, MLIP may urge the Trading Manager to reallocate
positions in an attempt to avoid over-concentrations. However, such
interventions are unusual. Except in cases in which it appears that the Trading
Manager has begun to deviate from past practice or trading policies or to be
trading erratically, MLIP's basic risk control procedures consist simply of the
ongoing process of advisor monitoring, with the market risk controls being
applied by the Trading Manager itself.
Credit Risk
- -----------
The risks associated with exchange-traded contracts are typically perceived to
be less than those associated with over-the-counter (non-exchange-traded)
transactions, because exchanges typically (but not universally) provide
clearinghouse arrangements in which the collective credit (in some cases limited
in amount, in some cases not) of the members of the exchange is pledged to
support the financial integrity of the exchange. In over-the-counter
transactions, on the other hand, traders must rely solely on the credit of their
respective individual counterparties. Margins, which may be subject to loss in
the event of a default, are generally required in exchange trading, and
counterparties may also require margin in the over-the-counter markets.
The credit risk associated with these instruments from counterparty
nonperformance is the net unrealized profit, if any, included in the Statements
of Financial Condition.
The Partnership attempts to mitigate credit risk by dealing exclusively with
Merrill Lynch entities as clearing brokers.
8
<PAGE>
The Partnership, in its normal course of business, enters into various
contracts, with MLF acting as its commodity broker. Pursuant to the brokerage
arrangement with MLF (which includes a netting arrangement), to the extent that
such trading results in receivables from and payables to MLF, these receivables
and payables are offset and reported as a net receivable or payable and are
included in the Statements of Financial Condition under Equity from commodity
futures trading accounts.
* * * * * * * * * * * * * *
To the best of the knowledge and belief of the
undersigned, the information contained in this
report is accurate and complete.
/s/ Michael L. Pungello
Michael L. Pungello
Chief Financial Officer
Merrill Lynch Investment Partners Inc.
General Partner of
The Futures Expansion Fund Limited Partnership
And Joint Venture
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 0 0
<RECEIVABLES> 7,068,317 8,794,523
<SECURITIES-RESALE> 0 0
<SECURITIES-BORROWED> 0 0
<INSTRUMENTS-OWNED> 0 0
<PP&E> 0 0
<TOTAL-ASSETS> 7,068,317 8,794,523
<SHORT-TERM> 0 0
<PAYABLES> 114,883 234,912
<REPOS-SOLD> 0 0
<SECURITIES-LOANED> 0 0
<INSTRUMENTS-SOLD> 0 0
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 6,953,434 8,559,611
<TOTAL-LIABILITY-AND-EQUITY> 7,068,317 8,794,523
<TRADING-REVENUE> (97,239) 584,624
<INTEREST-DIVIDENDS> 383,867 433,501
<COMMISSIONS> 761,747 860,552
<INVESTMENT-BANKING-REVENUES> 0 0
<FEE-REVENUE> 0 0
<INTEREST-EXPENSE> 0 0
<COMPENSATION> 0 0
<INCOME-PRETAX> (500,734) 15,973
<INCOME-PRE-EXTRAORDINARY> (500,734) 15,973
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (500,734) 15,973
<EPS-BASIC> (17.37) 0.48
<EPS-DILUTED> (17.37) 0.48
</TABLE>
