SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
{x} For the Fiscal Year Ended December 31, 1995
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 0-16166
OXFORD FUTURES FUND, LTD.
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(Exact name of Registrant as specified in its charter)
Colorado 84-1037525
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(State or other jurisdiction (IRS Employer Identification No.)
incorporation or organization)
1202 Highway 74, Suite 212
Evergreen, Colorado 80439
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (303) 674-1328
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
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}
The Partnership has no voting stock. As of February 29, 1996 there were
10,030.832 Units issued and outstanding.
Total number of pages:______. Consecutive page numbers on which exhibits
commence:______
DOCUMENTS INCORPORATED BY REFERENCE
Prospectus dated April 14, 1987 included within the Registration Statement
on Form S-18 (File No. 33-12190-D), incorporated by reference into Parts I, II,
III and IV.
Prospectus dated October 6, 1987 included within the Registration
Statement on Form S-1 (File No. 33-16807), incorporated by reference into Parts
I and II.
Annual Report on Form 10-K for the years ended December 31, 1987, 1988,
1989, 1990, 1991, 1992, 1993, and 1994 incorporated by reference into Part IV.
PART I
Item 1. Business
________
Oxford Futures Fund, Ltd. (the Partnership) is a limited partnership which
was organized on October 17, 1986 under the Colorado Uniform Limited
Partnership Act. The Partnership engages in the speculative trading of
commodity future contracts on U.S. and foreign exchanges and possibly, in the
future, other commodity contracts, including forward contracts. Bradford &
Co., Incorporated (Bradford) and Refco, Inc. (Refco) are the Partnership's
commodity brokers. Bradford clears the Partnership's futures trades through
its clearing broker, LFG, L.L.C. (LFG). Rockwell Futures Management, Inc.
(Rockwell) and Bradford (collectively the General Partners) are the general
partners. From inception until September 30, 1991, Mint Investment Management
Company (Mint) was the sole trading advisor. As of October 1, 1991, the
Partnership allocated a portion of its assets to Northfield Trading L.P.
(Northfield). As of December 31, 1992, the advisory contract with Mint was
terminated and Campbell & Company, Inc. (Campbell) and FX 500, Ltd. (FX 500)
were allocated a portion of the Partnership's assets. As of March 10, 1993,
the advisory contract with Northfield was terminated. CCA Capital Management,
Inc. (CCA) was added to the Partnership as of March 25, 1993 and the assets
previously traded by Northfield were allocated to CCA. Effective August 31,
1995, the advisory contract with Campbell was terminated. As of September 11,
1995, Yu-Dee Chang and Company, Inc., CTA, dba Capital Asset Management (Chang)
was allocated a portion of the Partnership's assets. Effective February 6,
1996 the Advisory Agreement with FX 500 was terminated. As of February 29,
1996, CCA and Chang were the Partnership's trading advisors.
The Brokerage Agreements with Bradford and Refco are terminable by either
party upon written notice. The Advisory Agreements with CCA and Chang may be
terminated by either party upon written notice. Upon termination of such
agreements, the General Partners will be required to renegotiate such
agreements or make other arrangements for providing such services if the
Partnership intends to continue trading in commodity futures contracts.
Chang receives a monthly management fee equal to 1/12 of 1% of the
Partnership's Allocated Assets (as defined in the Advisory Agreement) and a
quarterly incentive fee of 20% of the Partnership's Trading Profits, as
determined by a formula set forth in the Advisory Agreement. CCA receives a
monthly management fee equal to 1/4 of 1% of the Partnership's Allocated Assets
(as defined in the Advisory Agreement) and a quarterly incentive fee of 15% of
the Partnership's Trading Profits, as determined by a formula set forth in the
Advisory Agreement. Under the terms of the Advisory Agreement, CCA was not
paid an incentive fee until such time as it earned back all of the carryforward
losses attributable to Northfield. FX 500 received a monthly management fee
equal to 1/4 of 1% of the Partnership's Allocated Assets (as defined in the
Advisory Agreement) and a quarterly incentive fee of 17% of the Partnership's
Trading Profits, as determined by a formula set forth in the Advisory
Agreement. The Partnership paid Campbell a monthly management fee equal to
.1667% of the Partnership's Allocated Assets (as defined in the Advisory
Agreement) and a quarterly incentive fee of 20% of the Partnership's Trading
Profits, as determined by a formula set forth in the Advisory Agreement.
Should an incentive payment be made to an Advisor, and the value of the Assets
managed by it thereafter decline, it will nevertheless retain such payment.
Moreover, because incentive fees are assessed on a quarterly basis, such fees
may be paid to an Advisor even though the Assets of the Partnership decline in
value over a fiscal year. The Partnership also pays Rockwell a monthly
management fee equal to 1/6 of 1% of the Partnership's month-end Management Fee
Net Asset Value.
The General Partners administer the business and affairs of the
Partnership other than the selection of commodity transactions. The Advisors
select all commodities transactions and are not affiliated with the General
Partners within the meaning of the rules promulgated by the Securities and
Exchange Commission. The Partnership has no employees.
The affairs of the Partnership will terminate on December 31, 2026 or upon
the withdrawal or insolvency of both of the General Partners unless a new
general partner has been substituted, the insolvency or bankruptcy of the
Partnership, a decrease in the Partnership's Net Asset Value to less than
$300,000, or upon occurrence of any event requiring termination as defined in
the Agreement of Limited Partnership which is incorporated by reference from
the Prospectus.
Regulation
Under the Commodity Exchange Act, as amended (the Act), commodity
exchanges and commodity futures trading are subject to regulation by the
Commodity Futures Trading Commission (the CFTC). The National Futures
Association (NFA), a "registered futures association" under the Act, is the
only non-exchange self-regulatory organization for commodity industry
professionals. The CFTC has delegated to the NFA responsibility for the
registration of "commodity trading advisors," "commodity pool operators,"
"futures commission merchants," "introducing brokers" and their respective
associated persons and "floor brokers." The Act requires "commodity pool
operators" such as the General Partners, "commodity trading advisors" such as
the Advisors, and commodity brokers or "futures commission merchants" such as
Bradford to be registered and to comply with various reporting and record
keeping requirements. Rockwell, the Advisors and Bradford are all members of
the NFA. The CFTC may suspend a commodity pool operator's or trading advisor's
registration if it finds that its trading practices tend to disrupt orderly
market conditions or in certain other situations. In the event that the
General Partners' registration as commodity pool operators or the Advisors'
registrations as a commodity trading advisors were terminated or suspended, the
General Partners and the Advisors, respectively, would be unable to continue to
manage the business of the Partnership. Should the General Partners'
registration be suspended, termination of the Partnership might result. The
Act also requires Bradford, in its capacity as a commodity broker, to be
registered as a "futures commission merchant."
As members of the NFA, Rockwell, the Advisors and Bradford are subject to
NFA standards relating to fair trade practices, financial condition and
customer protection. As the self-regulatory body of the futures industry, the
NFA promulgates rules governing the conduct of commodity professionals and
disciplines those professionals which do not comply with such standards.
In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long and net
short positions which any person may hold or control in particular commodities.
All domestic commodity exchanges are also required to submit speculative
position limits for all futures contracts traded on such exchanges. Most
exchanges also limit the changes in commodity futures contract prices that may
occur during a single trading day. The Partnership may trade on foreign
commodity exchanges which are not subject to regulation by any United States
government agency.
Operations
A detailed description of the business including trading policies, rights
and obligations of the Partners, and fee and compensation arrangements is
contained in the Prospectus under "Risk Factors," "Conflicts of Interest,"
"Fiduciary Responsibility of the General Partners," "Fees, Compensation and
Expenses," "The General Partners," "Trading Policies" and "The Commodity
Markets," and such description is incorporated here by reference from the
Prospectus. The results of the Partnership's business are detailed in the
Selected Financial Data in Item 6 and the financial statements referred to in
Part IV. The Partnership currently conducts its business in one industry
segment, the speculative trading of commodity futures contracts. The
Partnership has no employees, and does not engage in the sale of goods or
services.
The Partnership trades in futures contracts on foreign currencies through
foreign and domestic commodity exchanges.
As of January 1, 1993, the Partnership's trading advisors were Campbell,
FX 500 and Northfield. As of March 10, 1993, the Partnership's agreement with
Northfield was terminated. CCA was added as an advisor to the Partnership on
March 25, 1993 and the assets previously traded by Northfield were allocated to
CCA. As of August 31, 1995 the Partnership's Agreement with Campbell was
terminated. As of September 11, 1995 Chang was added as an advisor to the
Partnership. Effective February 6, 1996 the Advisory Agreement with FX 500 was
terminated. As of February 29, 1996, CCA and Chang were the Partnership's
trading advisors.
The following is a brief description of the trading strategies used by
CCA, Chang and FX 500:
CCA Capital Management, Inc.
CCA trades the Partnership's account pursuant to its Global Strategic
Program. This program was designed to trade a diversified group of physical
commodities, interest rates and currencies on both domestic and foreign
exchanges. This program primarily uses a trading system, originally developed
in the third quarter of 1991, that attempts to initiate and close trades
quickly while closely controlling individual trade risk. This system has been
combined with some long-term trading systems. There is no guarantee that these
objections will be met. This program will not be limited to any fixed
portfolio but will trade any and all markets that are deemed by CCA to have the
best potential for profitable price trends.
Yu-Dee Chang and Co. Inc., CTA, dba Capital Asset Management
Yu-Dee Chang and Co. Inc., CTA, dba Capital Asset Management trades a
diversified portfolio consisting of futures and options on futures on stock
market indices, foreign currencies, petroleum products, imported commodities,
precious metals, grains, fibers, meats and interest rates. Typically, Chang is
in three to five of these markets at any given time and uses an intermediate
time frame for determining positions.
FX 500, Ltd.
FX 500 traded principally in stock index futures, particularly the
Standard & Poor's 500 Stock Index, using market timing techniques. FX 500
employed a technical trading system which adheres to a cyclical view of market
action, which holds that markets move in predictable waves.
Rockwell is the sole general partner of a number of other commodity pools
that are currently trading. As of February 29, 1996, Rockwell and Bradford are
co-general partners of Cumberland Futures Fund, Ltd., DEC Futures Fund, Ltd.,
and Polaris Futures Fund, Ltd.
The Partnership may, in the future, experience increased competition for
the commodity futures contracts in which it trades. The Advisors may recommend
similar or identical trades for other accounts they manage. Such competition
may also increase due to the widespread utilization of computerized methods
similar to those used by the Advisors.
Item 2. Properties
__________
The Partnership does not use any physical properties in the conduct of its
business. Its assets consist mainly of commodity futures contracts and cash.
Item 3. Legal Proceedings
_________________
The General Partners are not aware of any material, legal proceedings to
which the Partnership or the General Partners are a party or to which any of
their assets are subject.
Item 4. Submission of Matters to a Vote of Security Holders
___________________________________________________
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
_____________________________________________________________________
Units of Limited Partnership Interest are not publicly traded. Units may
be transferred or redeemed subject to the conditions imposed by the Agreement
of Limited Partnership. As of December 31, 1995 and as of February 29, 1996,
there were, respectively, 136 and 130 Limited Partners in the Partnership and
10,523.966 and 10,030.832 total Units outstanding.
The General Partners have sole discretion in determining what
distributions, if any, the Partnership will make to its Unit holders. The
General Partners have not made any distributions as of the date hereof.
Item 6. Selected Financial Data
_______________________
Following is a summary of selected financial data of the Partnership.
1995 1994 1993 1992 1991
Total Income (Loss) $( 158,575) $84,294 $278,280 $(1,431,474) $1,923,859
Net Income (Loss) (336,790) (127,948) (183,412) (2,408,831) 557,410
Net Income (Loss)
per Unit (27.05) 6.22 (5.34) (35.69) 8.56
Total Assets 1,072,197 1,622,005 3,853,985 5,908,984 11,895,433
Partners' Capital 1,008,122 1,562,056 3,673,737 5,541,481 11,382,599
Net Asset Value
per Unit 95.79 122.84 116.62 121.96 157.65
Distribution -- -- -- -- --
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation
___________________________________________________________
Reference is made to Item 6, Selected Financial Data. The information
contained therein is essential to, and should be read in conjunction with, the
following analysis:
Capital Resources
The Partnership will raise additional capital only through the sale of
Units offered pursuant to subsequent offering, and does not intend to raise any
additional capital through borrowing. Due to the nature of the Partnership's
business, it will make no capital expenditures and will have no capital assets
which are not operating capital or assets. The Partnership is currently closed
to new investors, and no units were offered in 1995.
Liquidity
Most United States commodity exchanges limit fluctuations in commodity
futures 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 futures contract has reached the daily limit for that day, positions
in that contract can neither be taken nor liquidated. Commodity futures prices
have occasionally moved the daily limit for several consecutive days with
little or no trading. Similar occurrences could prevent the Partnership from
promptly liquidating unfavorable positions and subject the Partnership to
substantial losses which could exceed the margin initially committed to such
trades. In addition, even if commodity futures prices have not moved the daily
limit, the Partnership may not be able to execute futures trades at favorable
prices if little trading in such contracts is taking place. Other than these
limitations on liquidity, which are inherent in the Partnership's commodity
futures trading operations, the Partnership's assets are highly liquid and are
expected to remain so.
Results of Operations
The profitability of the Partnership depends upon its trading advisors'
success identifying and capitalizing on price moves in the various markets. An
advisor's ability to capitalize on such price moves relies upon, among other
things, the existence of trends in the markets traded, the amount of volatility
displayed by a market, the nature of the trading system used and the advisor's
judgement. Because of this, it is difficult to predict whether an advisor's
trading will generate trading profits for the Partnership during any given
period. Since management is not privy to the proprietary trading systems used
by the Partnership's advisors and since trading decisions made by the advisors
are often short term, the following is, of necessity, a general description of
certain market conditions experienced during the year.
The primary factors affecting performance in 1995 was the strong upward
move in the S&P 500 futures contract, the strong downward move in U.S. and
international interest rates and strong grain prices.
Losses incurred by FX 500's short position in the S&P 500 exceeded the
gains made by the Partnership's other trading advisors in other commodities.
See the discussion below for an analysis of the gains/losses by trader.
The S&P 500's low in 1995 was at 459.11 and reached a high of 621.69.
This represents an increase of 35.41%. FX 500, expecting a significant market
correction in 1995 maintained a short position in the S&P 500 using leverage
ranging from 0 - 4 times the cash value of the S&P 500.
The strong move in the U.S. stock market was supported by strong bond
prices. The 30 year U.S. Treasury bond yielded 7.9% in January; by December 31
its yield was 5.9%. Strong bond prices reflected slowing growth in the U.S.
and a Federal Reserve Policy which cut short term rates twice during the last
two quarters of the year. International bond prices were also strong during
the year as many countries reduced interest rates to stimulate sagging
economies.
A slowing Japanese economy supported a strong dollar rally beginning in
April in which the dollar climbed from approximately 82 yen to over 100 at year
end. The dollar also staged a mid-year rally against the Deutsche Mark but
ended the year off of its high. The dollar/British pound relationship remained
in a trading range during the year and did not offer much directional
opportunity for traders.
With respect to the agricultural commodities, corn and wheat prices
increased 59% and 27% respectively, primarily due to strong overseas demand.
After soaring to over $1.68 /pound early in 1995 (the highest level since the
Civil War) cotton prices spent the balance of the year giving back those gains
and trading in a tight trading range.
Finally, although crude oil traded in a tight range ($16.60 - $20.82 per
barrel) during 1995, natural gas futures contracts reached their highest levels
since 1993-94 due to one of the coldest Novembers in 50 years.
In 1995, realized and unrealized trading losses totalled approximately
$210,000. This total results from $217,000 profits from CCA, $8,000 losses
from Chang, losses of $449,000 from FX 500, and profits of $30,000 from
Campbell. Contracts traded by CCA include commodities (agricultural, metals,
etc.), interest rates and currencies on both domestic and foreign exchanges.
Contracts traded by Chang include currencies, petroleum products and stock
indices. FX 500 traded only futures contracts based upon the S&P 500 index.
Contracts traded by Campbell included financial related futures and options.
Information concerning all of the Partnership's open positions on December 31,
1995 can be found at Exhibit 28.6.
In 1994, realized and unrealized trading profits totalled approximately
$14,000. This total results from $178,000 profits from CCA, $72,000 profits
from FX 500, and losses of $236,000 from Campbell.
In 1993, realized and unrealized trading profits totalled approximately
$159,000. This total results from $250,000 profits from CCA, $250,000 profits
from Campbell, and losses of $270,000 and $71,000 from FX 500 and Northfield,
respectively. Northfield utilized a purely technical approach to trade a
diversified portfolio.
The decline in Partnership assets in 1995 was due to investor redemptions
and trading losses. Investor redemptions totaled approximately $3,885,000
during the three years ended December 31, 1995. Redemptions totaled $217,000,
$1,984,000, and $1,684,000 during 1995, 1994, and 1993, respectively.
Investors may redeem Units at the end of any month. There is no way to predict
the amount of future redemptions or, as is noted above, to predict the
profitability of trading. Redemptions and trading losses reduce the capital
available for trading.
The Partnership participates in the speculative trading of commodity
futures contracts, substantially all of which are subject to margin
requirements. The minimum amount of margin required for each contract is set
from time to time in response to various market factors by the respective
exchanges. Further, the clearing broker has the right to require margin in
excess of the minimum exchange requirement. Risk arises from changes in the
value of these contracts (market risk) and the potential inability of brokers
to perform under the terms of their contracts (credit risk).
The following table sets forth the averages, highs and lows for the
Partnership's month-end net asset values and the monthly rates of return for
the year ended December 31, 1995.
Average High Low
----------- ----------- ----------
Net Asset Value $ 1,152,462 $ 1,412,544 $ 925,938
Rate of Return -1.92% 9.55% -11.96%
At December 31, 1995, the notional value of open contracts held by the
Partnership was:
commitments to
-----------------
Purchase Sell
------------ ------------
Interest Rates $ 10,353,778 $ 1,160,765
Agricultural Commodities 860,071 240,253
Foreign Currencies 3,496,200 2,382,995
Metals - 341,381
Energy 429,299 -
Stock indices 385,953 2,783,025
------------ ------------
$ 15,525,301 $ 6,908,419
============ ============
See the detailed schedule of open contract notional values at exhibit
99.6.
The notional value of open contract amounts in the above table represents
the Partnership's market exposure in the particular class of instrument (except
to the extent that the Partnership holds offsetting positions). All of the
contracts currently traded by the Partnership are exchange traded. The risks
associated with exchange-traded contracts are generally perceived to be less
than those associated with over the counter transactions since, in over the
counter transactions, the Partnership must rely solely on the credit of their
respective individual counterparties. However, if in the future, the
Partnership were to enter into non-exchange traded contracts, it would be
subject to the credit risk associated with counterparty non-performance. The
credit risk from counterparty non-performance associated with such instruments
is the net unrealized gain, if any. The Partnership also has credit risk since
the sole counterparty to all domestic futures contracts is the exchange
clearing corporation. In addition, the Partnership bears the risk of financial
failure by the clearing broker.
The Partnership's policy is to continuously monitor its exposure to market
and counterparty risk through the use of a variety of financial, position and
credit exposure reporting and control procedures. In addition, the Partnership
has a policy of reviewing the credit standing of each clearing broker or
counterparty with which it conducts business.
The Partnership is unaware of any (i) anticipated known demands,
commitments or capital expenditures; (ii) material trends, favorable or
unfavorable, in its capital resources; (iii) trends or uncertainties that will
have a material effect on operations. Certain regulatory agencies have
proposed increased margin requirements on commodity futures contracts. Because
the Partnership generally uses a small percentage of assets as margin, the
Partnership does not believe that any increase in margin requirements, as
proposed, will have a material effect on the Partnership's operations.
Inflation does have an effect on commodity prices and the volatility in
the commodity markets; however, continued inflation is not expected to have an
adverse effect on the Partnership's operations or its assets. Because the
Partnership conducts business as a partnership, and, as such does not pay
federal income taxes, the Tax Reform Act of 1986 had no effect on its
operations or on its tax liability. However, some expenses may be limited as to
deductibility by individual partners.
Item 8. Financial Statements and Supplementary Data
___________________________________________
Financial statements meeting the requirements of Regulation S-X are listed
on Page F-1 of this report. The supplementary financial information specified
by Item 302 of Regulation S-K is not applicable.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
________________________________________________
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
__________________________________________________
The Partnership has no directors or executive officers. The Partnership
has no employees. The Partnership is managed by the General Partners. The
Partnership's general partners are Rockwell Futures Management, Inc. and
Bradford & Co., Incorporated.
Rockwell Futures Management, Inc. Rockwell has been registered as a
commodity pool operator with the Commodity Futures Trading Commission (CFTC)
and has been a member of the National Futures Association (NFA) since December
1985. Rockwell's main business address and telephone number are 1202 Highway
74, Suite 212, Evergreen, Colorado 80439, 303/674-1328. Rockwell's principals
are Robert J. Amedeo and John L. Conner, Sr.
Robert J. Amedeo is President of Rockwell. Mr. Amedeo is a 1975 graduate
of Northwestern University and received a Juris Doctor degree from DePaul
University in 1978. From 1978 to 1980 he was employed by the Securities and
Exchange Commission, Division of Enforcement. In March, 1980 he joined the law
firm of Abramson & Fox where he was made a partner in June, 1985. In August,
1985 Mr. Amedeo withdrew from Abramson & Fox and became "Of Counsel" to the
firm. He continues to practice law in that capacity specializing in securities
and commodity law. He became President of Rockwell and Rockwell Investments,
Inc. in December, 1985. He has been President and a director of Rockwell
Services, Inc. (RSI) and a director and Vice President of Trinity Fund
Management, Ltd. (Trinity) between 1990 and July, 1994. RSI provides
accounting and other related services to commodity professionals. Trinity is a
Bermuda management company which manages the operations of Trinity Futures
Fund, Ltd., an offshore commodity fund. In January, 1994 he became President
and a director of NLS Asset Management, Inc. (NLS), a registered commodity
trading advisor. Mr. Amedeo has appeared as a guest on the syndicated
television program "Commodities Week," has spoken at numerous commodity
conferences, is a past Secretary of the Chicago Bar Association's Securities
Law Committee, is a past securities law instructor at Roosevelt University,
Chicago, Illinois, and has acted as an arbitrator for the Chicago Board of
Options Exchange, Inc. Mr. Amedeo is the past chairman of an advisory
committee to the North American Association of Securities Administrators
(NAASA) with respect to their Omnibus Committee's review of the NAASA
Guidelines on Commodity Pool Programs. He currently acts for the NFA as a
member of its Hearing Committee.
John L. Conner, Sr. is Secretary/Treasurer of Rockwell. Mr. Conner
graduated in 1947 from the University of Arkansas with a Bachelor of Science
degree in accounting. He is the President and chief operating officer of
Holden-Conner Realty, Co. and R.G. Holden and Company, and has acted in such
capacity for the past twenty years. Holden-Conner Realty Co. owns and develops
commercial real estate. R. G. Holden Land Company and its subsidiaries own and
operate 15,000 acres of farmland in northeast Arkansas and are engaged in
related agricultural operations. Between 1970 and December, 1991 Mr. Conner
was a director of Merchants and Planters Bank, Newport, Arkansas. In 1985, Mr.
Conner co-founded Commodity Storage, Ltd., a company developing new grain
storage technology, and was its secretary/treasurer until December, 1991.
Mr. Conner has been a director and the Secretary of Rockwell since 1985; a
director of Rockwell Investments since 1985 and a director of RSI since 1990.
He has also been Secretary/Treasurer of NLS since January, 1994 and a director
since October, 1995.
There have never been any criminal, civil or administrative actions
against Rockwell or its principals material to an investors decision to
participate in the Partnership.
Bradford & Co., Incorporated. Bradford is a Tennessee corporation. Its
offices are located at 330 Commerce Street, Nashville, Tennessee 37201 and its
telephone number is (615) 748-9000. Bradford is registered with the CFTC as a
futures commission merchant (FCM) and a commodity pool operator effective
August 3, 1988 and is a member of the NFA in those capacities. Bradford is
owned by the partners of J.C. Bradford & Co. (the Selling Agent). The Selling
Agent is a New York Stock Exchange member firm.
The principals of Bradford are set forth below.
W. Lucas Simons is President and a Director of Bradford and is managing
partner and Chief Operating Officer of the Selling Agent. Mr. Simons was
employed by the Selling Agent in 1963 and became a partner in 1969. He became
a Director of Bradford in 1972 and was made its President in 1982. Mr. Simons
is a graduate of Georgia Institute of Technology, where he received a Bachelor
of Science degree in Industrial Management. He also holds a Masters degree in
Business Administration from the University of Virginia. Mr. Simons served as
a member of the Securities Industry Association (SIA) Board of Directors from
1983 - 1986. He has also served as Chairman of the Regional Firms Committee of
the SIA and as Secretary/Treasurer of the Association and is currently a member
of the Association's legislative policy committee.
Douglas O. Kitchen is a Vice President of Bradford and a partner of the
Selling Agent. Mr. Kitchen received a Bachelor of Science Degree from Kansas
State University in 1968. He served two years as an artillery officer in the
United States Army and was thereafter employed as a commodity broker with
Peavey Company, a Minneapolis, Minnesota grain company. He assumed the
position of branch manager of the Atlanta, Georgia Peavey office in 1971 and
served in that capacity until 1976. From 1976 until 1981 he served as a
commodity manager for the Atlanta branch of Thomson McKinnon Securities, Inc.
In 1981, Mr. Kitchen started the commodity department for the Selling Agent, in
Nashville, Tennessee, and in 1985 became President of J.C. Bradford Futures,
Inc.
C. Taxon Malott is a Vice President and Director of Bradford. Mr. Malott
attended Miami University at Oxford, Ohio. From 1957 until 1966 he was
employed by Merrill Lynch, Fenner and Smith in operations management. In 1966,
Mr. Malott became the operations manager of the Selling Agent. He was made
partner of the Selling Agent and a Vice President of Bradford in 1974.
Randall R. Harness is a Vice President and the Secretary/Treasurer of
Bradford. Mr. Harness joined the Selling Agent, in 1969 and was made a partner
in 1981. He graduated from the University of Tennessee with a Bachelor of
Science in Business Administration in 1964 and became a Certified Public
Accountant in 1965. He was employed by the accounting firm of Peat, Marwick
and Mitchell from 1965 to 1968.
R. Patrick Shepherd is a Vice President of Bradford. Mr. Shepherd is a
graduate of the University of Notre Dame where he received a Bachelors of
Business Administration degree in 1977. In 1980 he received a Juris Doctor
from DePaul University. He was employed by Heinold Commodities, Inc. as
Assistant General Counsel from 1980-1983. In 1983 he became General Counsel to
the Selling Agent and was made a partner in 1987. He manages the firm's Legal
and Compliance Department. Mr. Shepherd served on the Central Regional
Business Conduct Committee for the National Futures Association from 1986 to
1990. From 1986 to 1993 he participated on the Compliance Advisory Committee
of the New York Stock Exchange. He is a member of the FCM Advisory Committee
of the NFA.
James C. Bradford, Jr. is Chairman of the Board and a director of
Bradford. Mr. Bradford received a Bachelor of Arts degree from Princeton
University in 1955. In 1959, he joined the Selling Agent, which was founded in
1927 by his father, J.C. Bradford, Sr. He became the managing partner of that
firm in 1976 and a senior partner in 1982. From 1983 to 1985, he served on the
Regional Firms Advisory Committee of the New York Stock Exchange, as Chairman
of the Nominating Committee. In 1984 he was a member of the Board of Governors
for the American Stock Exchange. From 1986 to 1993, he served as a director of
the New York Stock Exchange. Between 1978 and February, 1989 Mr. Bradford was
a member of the Board of Directors of Centennial Capital Corporation
(Centennial). Centennial has been registered with the SEC as an investment
advisor since 1978.
The Eleanor B. Currie Trust, J.C. Bradford, Jr., as Successor Trustee
under a Deed of Trust dated December 10, 1957, holds 3.7% of the outstanding
shares of the Selling Agent. The Trust was established by James C. Bradford,
the founder of the Selling Agent, for the benefit of his daughter, Eleanor
Bradford Currie and her family. The Trust does not participate in the
management or operations of Bradford or any of the other Bradford entities.
The Trust specifically empowers the Trustee, without regard to any law or rule
of court limiting Trustee's powers, to invest trust assets in stocks, bonds and
securities or other property, real or personal, deemed advisable by the
Trustee. Other than the foregoing, the Trust does not engage in any business
activities.
In the ordinary course of its business, Bradford and its principals are
engaged in civil litigation or are subject to administrative proceedings which,
in the aggregate, are not expected to have a material effect on its condition,
financial or otherwise. There have never been any criminal proceedings against
Bradford or its principals.
Minimum Net Worth Requirement. Rockwell and Bradford will maintain
registration as commodity pool operators with the CFTC. At present the CFTC
imposes no minimum net worth or "net capital" requirements on commodity pool
operators. However, Rockwell and Bradford will maintain, in the aggregate, a
net worth equal to either (a) not less than the sum of (i) the lesser of
$250,000 or 15% of the aggregate capital contributions to the Partnership by
Partners if such contributions total $2,500,000 or less, and (ii) 10% of the
aggregate capital contributions to the Partnership by Partners if such
contributions total more than $2,500,000 or (b) such other amount, including a
lesser amount, which does not affect the classification of the Partnership as a
partnership for tax purposes and not as an association taxable as a
corporation. It is expected that a significant portion of Rockwell's net worth
will be in the form of promissory notes or stock subscriptions.
No Forms 3, 4 or 5 have been furnished to the Partnership since its
inception. To the best of the Partnership's knowledge, no such forms have been
or are required to be filed.
Item 11. Executive Compensation
______________________
The Partnership is managed by its General Partners, Rockwell Futures
Management, Inc. and Bradford & Co., Incorporated. Rockwell receives a
monthly management fee of 1/6 of 1% of the Partnership's month-end Management
Fee Net Asset Value. Bradford receives no management fee. For the year ending
December 31, 1995, the Partnership incurred fees to Rockwell in the amount of
$23,595.
Bradford and Refco act as the commodity brokers for the Partnership and
receive commissions as their compensation. Bradford has clearing arrangements
with LFG (formerly with Refco), who is responsible on certain exchanges or
markets for transaction execution and clearance of futures contracts (and
options, if traded) as well as for certain administrative duties.
The brokerage rate paid by the Partnership to Bradford for trades entered
by Chang on the Partnership's behalf was $30 per contract on a round-turn basis
plus NFA fees. For trades entered by FX 500 and Campbell on the Partnership's
behalf, the Partnership paid Bradford $17, and $40, respectively, per round-
turn trade, plus NFA fees. Bradford pays the Clearing Broker $7.25 to $12.50
per contract on a round-turn basis. For trades entered by CCA on the
Partnership's behalf, the Partnership pays Refco $30 per round-turn trade plus
NFA fees. For the period ended December 31, 1995, the Partnership incurred
$70,522 in brokerage commissions of which a portion was retained by Bradford.
A portion of brokerage commissions was paid to the Clearing Brokers and
underwriters of the Partnership Units who are registered with the Commodity
Futures Trading Commission for their continuing services to the Partnership.
Bradford pays to the Partnership monthly interest based on 80% of the equity of
the Partnership's trading account at the 90-day U.S. treasury bill rate.
Bradford retains any amounts earned in excess of such rate.
Item 12. Security Ownership of Certain Beneficial Owners and Management
______________________________________________________________
(a) Security Ownership of Certain Beneficial Owners. As of February 29,
1996 a total of 9,893.316 Units of Limited Partnership interests are issued and
outstanding and are held by 130 Limited Partners. No limited partner owned 5%
or more of the outstanding Units.
(b) Security Ownership of Management. Rockwell and Bradford owned 1.015
and 136.501 General Partnership Units, respectively, as of February 29, 1996
having an aggregate value of $75.90 and $10,207.82, respectively, which is
approximately .01% and 1.36% of the Net Asset Value of the Partnership.
Rockwell and Bradford did not own any Limited Partnership Units as of February
29, 1996.
(c) Changes in Control. None has occurred and none are expected.
Item 13. Certain Relationships and Related Transactions
______________________________________________
See Item 11, Executive Compensation, and Item 12, Security Ownership of
Certain Beneficial Owners and Management.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
________________________________________________________________
(a)(1) See "Index to Financial Statements" on page F-1 hereof.
(a)(2) Schedules:
Financial statement schedules have been omitted because
they are not applicable or because equivalent information
has been included in the financial statements or notes
thereto.
(a)(3) Exhibits as required by Item 601 of Regulation S-K
(3) Articles of Incorporation and By-Laws
3.1 Limited Partnership Agreement dated as of October 17,
1986. (a)
(10) Material Contracts
10.1 Selling Agreement, dated April 14, 1987 between the
Partnership, Rockwell Futures Management, Inc., J. C.
Bradford Futures, Inc., Mint Investment Management
Company, Stotler and Company, E.D. & F. Man
International Futures, Inc. and J. C. Bradford & Co.,
Inc. (b)
10.2 Brokerage Agreement, dated April 14, 1987, between the
Partnership and J. C. Bradford Futures, Inc. (b)
10.3 Advisory Contract, dated March 24, 1987, between the
Partnership, Rockwell Futures Management, Inc., J.C.
Bradford Futures, Inc. and Mint Investment Management
Company. (b)
10.4 Supplement to Advisory Contract, dated August 10,
1987, between the Partnership, Rockwell Futures
Management, Inc., J.C. Bradford Futures, Inc. and Mint
Investment Management Company. (b)
10.5 Selling Agreement, dated October 6, 1987, between the
Partnership, Rockwell Futures Management, Inc., J. C.
Bradford Futures, Inc., Mint Investment Management
Company, Stotler and Company, E.D. & F. Man
International Futures, Inc. and J.C. Bradford & Co.,
Inc. (b)
10.6 Advisory Contract, dated September 26, 1991, between
the Partnership, Rockwell Futures Management, Inc.,
J.C. Bradford & Co., Incorporated and Northfield
Trading, L.P. (e)
10.7 Amendment, dated September 30, 1991, to the March 24,
1987 Advisory Contract, as amended, among Mint
Investment Management Company, the Partnership,
Rockwell Futures Management, Inc. and J.C. Bradford &
Co., Incorporated. (e)
10.8 Advisory Contract dated December 15, 1992, and
Amendment dated January 29, 1993, between the
Partnership, Rockwell Futures Management, Inc.,
Bradford & Co.,Incorporated and Campbell & Company,
Inc. (f)
10.9 Advisory Contract dated December 15, 1992, between the
Partnership, Rockwell Futures Management, Inc.,
Bradford & Co., Incorporated and FX 500, LTD. (f)
10.10 Advisory contract dated March 25, 1993 between the
Partnership, Rockwell Futures Management, Inc.,
Bradford & Co., Incorporated and CCA Capital
Management, Inc. (g)
10.11 Advisory contract dated September 7, 1995 between the
Partnership, Rockwell Futures Management, Inc.,
Bradford & Co., Incorporated and Yu-Dee Chang and
Company, Inc., CTA doing business as Capital Asset
Management. (h)
(27) Financial Data Schedule (h)
(99) Additional Exhibits
99.1 Prospectus dated April 14, 1987. (a)
99.2 Prospectus dated October 6, 1987. (c)
99.3 Amendment to Certificate of Limited Partnership dated
December 14, 1989 and Second Amendment to Agreement of
Limited Partnership. (d)
99.4 Amendment to Commodities Brokerage Agreement. (d)
99.5 Amendment to Advisory Contract. (d)
99.6 Open commodity positions on December 31, 1995.
(a) Exhibits 3.1 and 99.1 are incorporated by reference from the
Registration Statement on Form S-18 (File No. 33-12190-D).
(b) Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 are incorporated by
reference from the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1987.
(c) Exhibit 99.2 is included within the Registration Statement on
Form S-1 (File No. 33-16807), incorporated by reference from
Exhibit 28.2 of the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1987.
(d) Exhibits 99.3, 99.4 and 99.5 are incorporated by reference from
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1989.
(e) Exhibits 10.6 and 10.7 are incorporated by reference from the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1991.
(f) Exhibits 10.8 and 10.9 are incorporated by reference from the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1992.
(g) Exhibit 10.10 is incorporated by reference from the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1993.
(h) Exhibits 10.11, 27, and 99.6 are attached hereto and made part
of this Report on Form 10-K for the year ended December 31, 1995.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended December 31,
1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
OXFORD FUTURES FUND, LTD.
By: Rockwell Futures Management, Inc.
one of its General Partners
Date: March 21, 1996 By: /s/ Robert J. Amedeo
______________ _________________________________
Robert J. Amedeo, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Partnership and in the capacities and on the date indicated.
Date: March 21, 1996 By: /s/ Robert J. Amedeo
______________ _________________________________
Robert J. Amedeo
President, Director and
Chief Executive Officer
Rockwell Futures Management, Inc.
(a General Partner)
Date: March 21, 1996 By: /s/ John L. Conner, Sr.
______________ _________________________________
John L. Conner, Sr.
Secretary, Treasurer, Director
and Chief Financial Officer
Rockwell Futures Management, Inc.
(a General Partner)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
OXFORD FUTURES FUND, LTD.
By: Bradford & Co., Incorporated
one of its General Partners
Date: March 21, 1996 By: /s/ W. Lucas Simons
______________ _________________________________
W. Lucas Simons, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Partnership and in the capacities and on the date indicated.
Date: March 21, 1996 By: /s/ W. Lucas Simons
______________ _________________________________
W. Lucas Simons
President and Director
Bradford & Co., Incorporated
(a General Partner)
Date: March 21, 1996 By: /s/ C. Taxon Malott
______________ _________________________________
C. Taxon Malott
Vice President and Director
Bradford & Co., Incorporated
(a General Partner)
Date: March 21, 1996 By: /s/ Randall R. Harness
______________ _________________________________
Randall R. Harness
Vice President and Sec./Treas.
Bradford & Co., Incorporated
(a General Partner)
OXFORD FUTURES FUND, LTD.
INDEX TO EXHIBITS
Exhibit
_______
10.11 Yu-Dee Chang and Company, Inc., CTA doing business as Capital Asset
Management Advisory Agreement.
27 Financial Data Schedule
99.6 Open commodity positions on December 31, 1995.
OXFORD FUTURES FUND, LTD. EXHIBIT 10.11
Advisory Contract
This agreement made as of this 7th day of September, 1995 by and among
Oxford Futures Fund, Ltd. (the Partnership), Rockwell Futures Management, Inc.,
an Arkansas corporation (Rockwell), Bradford & Co., Incorporated, a Tennessee
corporation (Bradford) (collectively, Rockwell and Bradford are referred to as
the General Partners) and Yu-Dee Chang and Company, Inc., CTA doing business as
Capital Asset Management, a Maryland corporation (the Advisor), is made on the
following premises, terms and conditions:
RECITALS
WHEREAS, the Partnership has been organized to trade in commodity
interests, including commodity futures contracts; options thereon and cash
commodities (including foreign exchange, spot and forward contracts)
(collectively Commodity Interests); and
WHEREAS, the General Partners are, pursuant to the Partnership's Agreement
of Limited Partnership, authorized to utilize the services of one or more
commodity trading advisors in connection with the commodity trading activities
of the Partnership; and
WHEREAS, the Partnership commenced trading activities in July, 1987, and
is not currently offering any additional units of limited partnership interest;
and
WHEREAS, the Advisor's current business is advising and making trading
decisions with respect to the purchase and sale of Commodity Interests; and
WHEREAS, the Advisor is registered as a commodity trading advisor with the
Commodity Futures Trading Commission (CFTC) and is a member in good standing
with the National Futures Association (NFA) and will maintain that registration
and membership for the term of this Agreement; and
WHEREAS, 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 commodity advisory and management services in connection
with the conduct by the Partnership of its commodity trading activities during
the term of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
AGREEMENTS
1. Receipt of Disclosure Document. The General Partners acknowledge
receipt of the Advisor's Disclosure Document dated May 1, 1995 as filed with
the CFTC (the Disclosure Document).
2. Certain Representations and Warranties. The Advisor represents and
warrants to the Partnership and the General Partners and agrees that:
(a) The Advisor has supplied or will supply, and has made available
or will make available, for review by the General Partners or their agents
substantially all documents, statements, agreements, confirmations and
workpapers relating to all accounts managed by the Advisor and any other
persons or entities controlled by the Advisor for the period covered in the
Disclosure Document. The Advisor may, in its discretion, withhold from any
review the name of the client for whom such account is maintained and the
General Partners shall keep such information confidential.
(b) The Advisor is registered as a commodity trading advisor with
the CFTC and is a member in good standing of the National Futures Association
(NFA).
(c) The Advisor is a Maryland corporation, in good standing, with
full power and authority to enter into this agreement.
(d) The information contained in the Advisor's Disclosure Document
required under the CEAct, the Commodity Regulations applicable to it, and NFA
Rules, as delivered to the General Partners and the information about the
Advisor, its principals, operations and past performance furnished by the
Advisor is true, accurate, and complete in all material respects and does not
contain any misleading or untrue statement of a material fact or any omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading. The Disclosure Document complies in all
material respects with the CEAct, the Commodity Regulations applicable to it,
and NFA Rules. Except as otherwise disclosed in the Disclosure Document, the
actual performance of all accounts directed by the Advisor and its principals
during the period of time covered by the Advisor's performance table(s)
contained therein is reflected therein in full conformity with the requirements
of the Commodity Regulations applicable to it and NFA Rules and the performance
data and the explanations and footnotes thereto are fairly presented and are
true, correct, and complete in all material respects.
As used in this agreement, the terms "principal" and "direct" shall
have the same meaning given to such terms in Section 4.10(e) and (f) of the
Commodity Regulations and the term "affiliate" shall mean an individual or
entity (including a stockholder, director, officer, employee, agent or
principal) that directly or indirectly controls, is controlled by or is under
common control with any other individual or entity.
(e) The representations and warranties made in this agreement by the
Advisor shall be continuing during the term of this agreement and if at any
time any event has occurred which would make or tend to make any of the
representations and warranties in this agreement not true, the Advisor will
promptly notify the General Partners. The Advisor acknowledges that the
indemnities provided in this agreement by the General Partners and the
Partnership to the Advisor shall be inapplicable in the event of any liability
accruing to the extent, if any, caused by or based upon the Advisor's material
misrepresentations, omissions or breach of any warranty in this agreement.
The General Partners and the Partnership jointly and severally represent
and warrant to the Advisor and agree that:
(a) The Partnership and the General Partners are duly organized and
validly existing entities with authority to perform their respective
obligations under this agreement.
(b) The General Partners and the Partnership have the capacity and
authority to enter into this agreement.
(c) This agreement is a duly and validly authorized, executed and
delivered agreement of the General Partners and the Partnership and is a valid
and binding agreement of both.
(d) The General Partners are each registered as commodity pool
operators with the CFTC and are each members in good standing of the NFA.
(e) The General Partners and the Partnership will not breach any law
or regulation applicable to them by performing this agreement and are in
material compliance with all laws applicable to its or their operations,
including all federal and state commodity and securities laws.
(f) The General Partners and the Partnership will make all
disclosures required by law pertaining to the selection of the Advisor as a
trading advisor for the Partnership and will distribute to limited partners
information about the Advisor required under the CEAct and Commodity
Regulations.
(g) At the time assets are allocated to the Advisor, such assets
will be in the form of cash, Treasury bills, and/or notional funds.
(h) The Partnership's registration statement was declared effective
by the Securities and Exchange Commission and the states in which it was
offered and no order terminating or withdrawing such registration has been
issued.
(i) There are no material actions pending or threatened against the
General Partners or the Partnership.
3. Duties of the Advisor. Upon the commencement of trading operations
by the Advisor, the Advisor shall have sole authority and responsibility
independent of any other advisor retained by the Partnership for directing the
investment and reinvestment in Commodity Interests, for the period set forth in
this agreement and in accordance with the trading policies and strategies set
forth in the Prospectus and trading system set forth in the Advisor's
Disclosure Document with respect to the Allocated Assets of the Partnership.
Initially the Advisor will be allocated $300,000 ($200,000 cash, $100,000
notional) to be traded pursuant to its Diversified Program. The term Allocated
Assets is defined below. If the General Partners, in their sole discretion,
determine that any trading instructions issued by the Advisor violate those
trading policies, then upon prior notice to the Advisor, the General Partners
may cause any position placed in violation to be reversed. The Advisor will
exercise its best efforts in determining the trades in commodity interests with
respect to the Partnership's Allocated Assets. The Advisor has advised the
Partnership that the past performance of the Advisor and its principals as set
forth in its Disclosure Document is the result of the Advisor's trading methods
as modified and refined from time to time. Material changes in those trading
methods will not be made without prior written notice to the General Partners.
Changes in Commodity Interests traded shall not be deemed material changes in
trading policies. All commissions and expenses arising from the trading of, or
other transactions in the course of the administration of, the Partnership's
account shall be charged to the Partnership's account. Prior to the
commencement of commodity trading by the Partnership, the General Partners
shall deliver to the Advisor, and renew when necessary, a Commodity Trading
Authorization appointing the Advisor the Partnership's sole agent and
attorney-in-fact for such purpose. All trades for the account of the
Partnership shall be made through the commodity broker or brokers as the
General Partners direct. The Partnership's account is carried at J.C. Bradford
& Co. and all trades for the Partnership's account shall be made through Refco,
Inc. (Refco) or such other futures commission merchant which is mutually
agreeable to the parties. The Partnership will be charged brokerage
commissions not to exceed $30.00 per round-turn trade (inclusive of exchange
fees, but exclusive of NFA fees). Notwithstanding the foregoing, upon prior
notice to, and consent of, the General Partners, the Advisor may select various
floor brokers with whom to place orders which will give up such orders to
Refco. Any reasonable give up fees shall be paid by the Partnership and shall
be in addition to the brokerage commissions referred to above. The Advisor
makes no representation or warranty that the trading that it directs for the
Partnership will be profitable or that losses will not be incurred.
4. Independence of the Advisor. The Advisor shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Partnership in any way or otherwise be deemed an agent of the Partnership. The
Advisor shall not offer or sell or solicit any offers to purchase Units of the
Partnership. The parties acknowledge that the Advisor has not, either alone or
in conjunction with the General Partners, or the Partnership's other Advisors,
been an organizer or promoter of the Partnership. Nothing herein contained
shall be deemed to require the Partnership to take any action contrary to its
Agreement of Limited Partnership, its Certificate of Limited Partnership or any
applicable statute, regulation or exchange rule.
5. Compensation.
(a) In consideration of and in compensation for all of the services
to be rendered by the Advisor to the Partnership under this agreement, the
Partnership agrees that it will pay to the Advisor a monthly management fee of
1/12 of 1% of the Partnership's Allocated Assets (as defined below) and a
quarterly incentive fee equal to 20% of Trading Profits (as defined below) of
the Partnership attributable to the Advisor without regard to the profitability
of any other advisor in each fiscal quarter. Payment of all fees shall be made
within 30 business days following the end of the period to which they relate.
(b) The Advisor shall not receive any commissions, compensation,
remunerations or payments whatsoever from any broker with whom the Partnership
carries an account for any transactions executed in the Partnership's account.
(c) Allocated Assets. Allocated Assets means the value of that
portion of the Partnership's Net Asset Value initially allocated to an Advisor
together with any appreciation or depreciation in those assets plus any
distributions, redemptions and accrued management and advisory fees or taxes
payable as of the date of calculation or paid within the period for which the
calculation is made. Redemptions, distributions and interest income received
by the Partnership shall be allocated among the Partnership's advisors pro rata
based on each advisor's Allocated Assets. Net Asset Value means the
Partnership's total assets less total liabilities, determined according to the
following principles, and where no principle is governing, then on the basis of
generally accepted accounting principles, consistently applied.
(i) Net Asset Value shall include any unrealized profit or loss
on open securities and open commodity positions.
(ii) All open securities and open commodity positions shall be
valued at their then market value which means, with respect to open commodity
positions, the settlement price as determined by the exchange on which the
transaction is effected or the most recent appropriate quotation as supplied by
the Clearing Brokers or banks through which the transaction is effected, except
that United States Treasury bills (not futures contracts thereon) shall be
carried at cost plus accrued interest. If there are no trades on the date of
the calculation due to operation of the daily price fluctuation limits or due
to a closing of the exchange on which the transaction is executed, the contract
will be valued at the nominal settlement price as determined by the exchange.
(iii) If charged on a half-turn basis, fifty percent of the
brokerage commissions and related fees shall be treated as a liability of the
Partnership upon the initiation of open positions. The remaining 5O% shall be
treated as a liability on the close of those positions. Incentive fees payable
to the Advisor on Trading Profits shall be accrued daily for purposes of
calculating Net Asset Value only.
(d) Trading Profits. Trading Profits (for purposes of calculating
the Advisor's incentive fees only) during a quarter shall mean the cumulative
profits (over and above the aggregate of previous period profits) during the
quarter (after deduction for accrued round-turn brokerage commissions).
Trading Profits shall include both realized and unrealized profits. Trading
Profits shall not include interest received by the Fund on its assets. If
Trading Profits for a quarter are negative, it shall constitute a "Carryforward
Loss" for the beginning of the next quarter. No incentive fees shall be
payable to the Advisor until future Trading Profits for the ensuing quarters
exceed Carryforward Loss. To the extent any Units are redeemed or allocated
away from the Advisor at a loss, any loss attributed to those Units shall not
be carried forward to reduce future Trading Profits. Incentive fees on Trading
Profits shall be calculated without regard to gains or losses on assets
allocated to advisors other than the Advisor.
Units redeemed by Limited Partners as of any date which is not the end of
a fiscal quarter of the Fund will be charged an incentive fee, if applicable,
determined as if the redemption date were the end of a fiscal quarter. The
Advisor will receive all of the incentive fee at the end of the quarter in
which the redemption occurs.
6. Right to Advise Others. The Advisor's present business is advising
with respect to the purchase and sale of Commodity Interests. The services
provided by the Advisor under this agreement are not to be deemed exclusive.
The General Partners acknowledge that, subject to the terms of this agreement,
the Advisor may render advisory, consulting and management services to other
clients including other commodity pools to which different fees may be charged.
The Advisor shall be free to advise others and manage other commodity accounts,
including accounts owned by it or its principals, during the term of this
agreement and to use the same information, computer programs and trading
strategy which it obtains, produces or utilizes in the performance of services
for the Partnership. In that connection, however, the Advisor represents and
warrants that (i) in rendering consulting, advisory and management services to
other commodity futures trading accounts and entities, the Advisor will use its
best efforts to achieve an equitable treatment of all accounts and will use a
fair and reasonable system of order entry for all accounts and (ii) it will not
deliberately use any trading strategies for the Partnership which it or its
principals know are inferior to those employed by other accounts.
7. Speculative Position Limits and Reallocation of Assets.
(a) Limits Applicable to Partnership. The General Partners shall
allocate and reallocate the speculative position limits established by the CFTC
or any other regulatory authority having jurisdiction (individually a "Limit"
and collectively "Limits") which are applicable to the Partnership's commodity
interest trading among the Advisors for the Partnership, (including the
Advisor), for their utilization in the amounts and at the times as the General
Partners shall determine in their sole discretion. Without the prior consent
of the General Partners, the Advisor shall not utilize any Limits applicable to
the Partnership's Commodity Interest trading which shall exceed the Limits most
recently allocated to the Advisor for its utilization. Initially, the General
Partners shall allocate the Limits pro rata based on Allocated Assets among the
Partnership's Advisors. Therefore, without the prior consent of the General
Partners, the Advisor shall not utilize in its trading for the Partnership more
than its allocable share of the applicable Limit in any Commodity Interest.
The Advisor agrees that it will not act in concert, consult with, discuss with
or otherwise make its trading signals, programs or trades available to the
Partnership's other Advisors.
(b) Limits Applicable to the Advisor. If, at any time during the
pendency of this agreement, the Advisor is required to aggregate the
Partnership's commodity futures positions with the positions of any other
person for purposes of applying the CFTC or exchange imposed Limits, the
Advisor will promptly notify the General Partners if the Partnership's
positions are included in an aggregate amount which exceeds the Limit. The
Advisor represents that, if Limits are reached in any commodity interest, it
will modify the trading instructions to the Partnership's account and its other
accounts in a reasonable and good faith effort to achieve an equitable
treatment of all accounts. The Advisor currently believes and represents that
current Limits will not materially affect its trading recommendations or
strategy for the Partnership given the Advisor's current accounts and all
proposed accounts for which the Advisor has contracted to act as a commodity
trading advisor.
(c) The General Partners in their sole and absolute discretion may
allocate assets to or away from the Advisor as of the first day of any month on
ten day's prior written notice. Notwithstanding the foregoing, the General
Partners may reallocate assets away from the Advisor at any time, if the
purpose of the reallocation is to meet a margin call from the Partnership's
commodity broker resulting from the trading activities of the Partnership's
other Advisor(s). The General Partners shall immediately notify the Advisor of
any reallocation. The Advisor shall have the right to refuse any allocation of
new funds to it from the Partnership.
8. Records of the Partnership. The General Partners will instruct the
Partnership's broker to furnish copies of all trade confirmations and monthly
trading reports to the Advisor. The Advisor will maintain a record of all
trading orders and will monitor the Partnership's open positions with respect
to Allocated Assets. Upon the request of the General Partners, the Advisor
shall permit the General Partners or their agents to inspect the trading
records of the Advisor, its principals and its other clients for the purpose of
confirming that the Partnership is being treated equitably by the Advisor,
including with respect to any modifications of trading strategies resulting
from speculative position limits and with respect to the assignment of
priorities of order entry to the Advisor's accounts; provided, however, that
the Advisor may, in its discretion, withhold from any inspection the name of
the client for whom such account is maintained and the General Partners shall
keep such information confidential.
9. Term. Either party may terminate this agreement upon written notice.
If this agreement is terminated, the Advisor shall be entitled to, and the
Partnership shall pay, the quarterly incentive fee and monthly management fee
computed as if the effective date of termination were the last day of then
current fiscal quarter or month, respectively.
10. Indemnity.
(a) In any threatened, pending or completed action, suit, or
proceeding to which the Advisor or any of its principals, partners, agents,
employees or affiliates (the Advisor Parties) were or are parties or are
threatened to be made parties by reason of the fact that the Advisor is or was
the commodity trading advisor of the Partnership, the Partnership shall
indemnify and hold harmless, subject to subsection (b) of this section 10, the
Advisor Parties against any loss, liability, damage, cost, expense (including
costs and expenses of investigating and defending any claims demand or suit and
attorneys' fees and accountants' fees), judgments and amounts paid in
settlement actually and reasonably incurred by them in connection with any
action, suit or proceeding if the Advisor acted in good faith and in a manner
it reasonably believed to be in or not opposed to the best interests of the
Partnership, and provided that its conduct does not constitute negligence or a
breach of its fiduciary obligations. 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 which it
reasonably believed to be in or not opposed to the best interests of the
Partnership. In the event the Partnership's assets are insufficient to satisfy
amounts due to the Advisor Parties under this section 10, the General Partners
shall be responsible to the Advisor Parties for such amounts.
(b) Any indemnification under subsection (a) above, unless ordered
by a court or administrative forum, 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 the Advisor has met the applicable standard of conduct
set forth in subsection (a) above.
(c) If the Advisor Parties have been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsection (a) above, or in defense of any claim, issue or matter therein, the
Partnership shall indemnify them against the expenses, including attorneys' and
accountants' fees, actually and reasonably incurred by them in connection
therewith.
(d) Expenses incurred in defending a threatened or pending civil,
administrative or criminal action, suit or proceeding against the Advisor
Parties may in the sole discretion of the General Partners, be paid by the
Partnership in advance of the final disposition of the action, suit or
proceeding, if and to the extent that the person on whose behalf the expenses
are paid shall agree to reimburse the Partnership in the event indemnification
is not permitted hereunder.
(e) The Advisor agrees to indemnify, defend and hold harmless the
Partnership, the General Partners and their affiliates against all liabilities
incurred by them by reason of any act or omission of the Advisor relating to
the Advisor or the Partnership or resulting from any breach of this Agreement
by the Advisor Parties (including costs and expenses of investigating and
defending any claims, demand or suit and attorneys' and accountants' fees) if
there has been a final judicial or regulatory determination that the act or
omission violated the terms of this agreement or involved negligence, fraud,
recklessness or intentional misconduct on the part of the Advisor Parties.
(f) If any claim, dispute or litigation arises between the Advisor
and any party other than the Partnership or the General Partners, which claim,
dispute or litigation is unrelated to the Partnership's business, and if the
Partnership or the General Partners are made a party to the claim, dispute or
litigation by the other party, the Advisor shall defend any actions brought in
connection therewith on behalf of the Partnership and/or the General Partners
each of whom agree to cooperate in the defense thereof and the Advisor shall
indemnify and hold harmless the Partnership, the General Partners and their
affiliates from and with respect to any amounts awarded to any party. If any
claim, dispute or litigation arises between the Partnership and/or the General
Partners and any party other than the Advisor which claim, dispute or
litigation is unrelated to the Advisor's business, and if the Advisor is made a
party to the claim, dispute or litigation by the other party, the Partnership
and/or the General Partners shall defend any actions brought in connection
therewith on behalf of the Advisor who agrees to cooperate in the defense
thereof and the Partnership shall indemnify and hold harmless the Advisor from
and with respect to any amounts awarded to such other party. Notwithstanding
any other provision of this subsection, if, in any claim as to which indemnity
is or may be available, any indemnified party reasonably determines that its
interests are or may be, in whole or in part, adverse to the interests of the
indemnifying party, the indemnified party may retain its own counsel in
connection with such claim and shall be indemnified by the indemnifying party
for any legal or any other expenses reasonably incurred in connection with
investigating or defending such claim.
(g) None of the foregoing provisions for indemnification shall be
applicable with respect indemnification ("Indemnitee") without the prior
consent of the party obligated to indemnify the other party ("Indemnitor");
provided, however, that should the Indemnitor refuse to consent to a settlement
approved by the Indemnitee, the Indemnitee may effect such settlement, pay the
amount in settlement as it shall deem reasonable and seek a judicial or
regulatory determination with respect to reimbursement by the Indemnitor of any
loss, liability, damage, cost or expense (including reasonable attorneys' and
accountants' fees) incurred by the Indemnitee in connection with the settlement
to the extent the loss, liability, damage, cost or expense (including
reasonable attorneys' and accountants' fees) was caused by or based upon
violation of this agreement by the Indemnitor or violation of the standard of
conduct set forth herein. Notwithstanding the foregoing, the Indemnitor shall,
at all times, have the right to offer to settle any matters and if the
Indemnitor successfully negotiates a settlement and tenders payment therefore
to the Indemnitee, the Indemnitee must either use its best efforts to dispose
of the matter in accordance with the terms and conditions of the proposed
settlement or the Indemnitee may refuse to settle the matter and continue its
defense in which latter event the maximum liability of the Indemnitor to the
Indemnitee shall be the amount of said proposed settlement.
(h) The foregoing provisions for indemnification shall survive the
termination of this agreement.
11. Complete Agreement. This agreement shall constitute all agreements
between the Advisor and the Partnership and no other agreement, verbal or
otherwise, shall be binding upon the parties to this agreement.
12. Assignment and Successors. This agreement may not be assigned nor
the duties hereunder delegated by either party without the express written
consent of the other party. This agreement is made solely for the benefit of,
and shall be binding upon, the parties and their respective successors and
assigns, and no other person shall have any right or obligation under it.
13. Amendment. This agreement may not be amended except by the written
instrument signed by the parties.
14. Notices. All notices required to be delivered under this agreement
shall be sent by facsimile transmission with hard copy then sent by express
courier or by U.S. mail, postage prepaid, to (i) the Advisor at 12027
Blackberry Terrace, North Potomac, Maryland 20878; (ii) the General Partners or
the Partnership c/o Rockwell at 1202 Highway 74, Suite 212, Evergreen, Colorado
80439, (303) 674-0437 (facsimile) or to any other address and facsimile
designated by the party to receive the same by written notice similarly given.
15. Notice of Threatened, Pending or Completed Actions, Suits or
Proceedings.
(a) The General Partners will immediately give written notice to the
Advisor of (i) any threatened, pending or completed action, suit or proceeding
(including without limitation any reparations proceeding or administrative
proceeding threatened or instituted under the CEAct, as amended) to which the
Partnership or The General Partners were or are parties or is threatened to be
a party (relating to the Partnership's business) and (ii) any judgments or
amounts paid by the Partnership or The General Partners in settlement in
connection with any such threatened, pending or completed action, suit or
proceeding.
(b) The Advisor will immediately give written notice to the General
Partners of (i) any threatened, pending or completed action, suit or proceeding
(including without limitation any reparations proceeding or administrative
proceeding threatened or instituted under the Commodity Exchange Act, as
amended) to which the Advisor was or is a party or is threatened to be a party
and (ii) any judgments or amounts paid by the Advisor in settlement in
connection with any such threatened, pending or completed action, suit or
proceeding.
(c) Written notices required to be given pursuant to this section
shall contain all pertinent information concerning the threatened, pending or
completed action, suit or proceeding and, in the case of any pending or
completed action, suit or proceeding, shall include a copy of the complaint,
petition or similar documents asserting a claim.
(d) The General Partners and the Advisor agree to use their best
efforts to maintain the confidentiality of notices received pursuant to this
section 15 and agree not to disclose the contents of such notices to persons
other than their affiliates, or except as may be required, in their good faith
judgment, by any applicable law or regulation.
(e) With respect to any notice required to be given to or by a
General Partner, notice to or from one General Partner shall be deemed to be
sufficient to comply with the terms of this agreement.
16. Governing Law. Consent to Jurisdiction. With respect to any action
involving more than one of the Partnership's advisors each of the parties
irrevocably:
(a) consents to any suit, action or proceeding with respect to this
Agreement being brought in the United States District Court for the Middle
District of Tennessee (the District Court);
(b) waives to the fullest extent permitted by the law governing this
Agreement any objection that it or he may have now or hereafter to the laying
of the venue of any such suit, action or proceeding under clause (a) above in
any such court and any claim that any such suit, action or proceeding under
clause (a) above has been brought in an inconvenient forum;
(c) acknowledges the competence of any such court, submits to the
jurisdiction of any such court in any such suit, action or proceeding and
agrees that the final judgment in any such suit, action or proceeding brought
in such court shall be conclusive and binding upon it or him and may be
enforced in the courts of the jurisdiction in which such entity's or person's
principal office or residence is located, subject to any provision of the law
of such jurisdictions or general applicability relating to enforcement
proceedings, or in the District Court and that a certified or exemplified copy
of such final judgment shall be conclusive evidence of the fact and of the
amount of such entity's or person's obligation, provided that service of
process is effected upon such corporation or person in the manner specified
below or as otherwise permitted by law.
(d) to the extent that such entity or person has acquired or
hereafter may acquire any immunity from the jurisdiction of any such court or
from any legal process therein, waives such immunity, to the fullest extent
permitted by law, and agrees not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, any claim that (i) such
entity or person is not personally subject to the jurisdiction of the
above-named court, (ii) if or he is immune from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to such entity or person or the
property of such entity or person or (iii) this Agreement or the subject matter
hereof may not be enforced in or by such court; and
(e) consents to the service of process in any such suit, action or
proceeding in said courts by the mailing thereof by registered or certified
mail, restricted delivery, postage prepaid, to such entity or person at the
address the parties agree to and specify in writing, or such other address as
to which the server of such process shall have been notified by the recipient
of such process in a written notice which makes reference to this Agreement.
This Agreement shall be deemed to be made under and construed in
accordance with the law of the State of Tennessee and shall be deemed to be
made under and construed in accordance with the law of the State of Tennessee
without regard to its conflicts of laws of provisions.
This agreement has been executed for and on behalf of the undersigned in
Nashville, Tennessee.
OXFORD FUTURES FUND, LTD.
By: Rockwell Futures Management, Inc. By: Bradford & Co., Incorporated
A General Partner A General Partner
By: /s/ Robert J. Amedeo By: /s/ Douglas O. Kitchen
_____________________________________ _________________________________
Robert J. Amedeo, President Douglas O. Kitchen
Yu-Dee Chang and Company, Inc., CTA
doing business as Capital Asset Management
(the Advisor)
By: /s/ Yu-Dee Chang
______________________________________
Yu-Dee Chang, President
COMMODITY TRADING AUTHORIZATION
September 7, 1995
Yu-Dee Chang and Company, Inc., CTA
doing business as Capital Asset Management
12027 Blackberry Terrace
North Potomac, Maryland 20878
Gentlemen:
Oxford Futures Fund, Ltd. does hereby make, constitute and appoint you as its
attorney-in-fact to purchase and sell commodity interests, including commodity
futures contracts with respect to Allocated Assets, through Bradford & Co.,
Incorporated and/or Refco or such other commodity broker as designated to you
in writing by the Partnership's General Partners, in accordance with the
Advisory Contract between us dated September 7, 1995.
Very truly yours,
OXFORD FUTURES FUND, LTD.
By: Rockwell Futures Management, Inc.
one of its General Partners
By: /s/ Robert J. Amedeo
_____________________________________
Robert J. Amedeo, President
OXFORD FUTURES FUND, LTD. EXHIBIT 99.6
Notional Account Values
December 31, 1995
# of 12/31/95
Positions mkt val Notional Value
Contract Contract --------- per contr Contract ---------------
Description Date Long Short in U.S. $ Size Short Long
- -------------------------------------------------------------------------------
CCA
U.S. Dollar
WHEAT Mar-96 4 5.123 5,000 102,450
CORN Mar-96 12 3.693 5,000 221,550
SOYBEANS Mar-96 6 7.448 5,000 223,425
SOYBEAN MEAL Mar-96 8 236.6 100 189,280
SOYBEAN OIL Mar-96 2 25.35 600 30,420
US T BOND FUT Mar-96 1 121.469 1,000 121,469
LT T-NOTES Mar-96 1 114.594 1,000 114,594
LIVE HOGS Feb-96 1 48.575 400 19,430
FEEDERS Mar-96 1 58.675 500 29,338
NY MTR COCOA Mar-96 3 1258 10 37,740
NY COFFEE Mar-96 4 94.9 375 142,350
NY SUGAR #11 Mar-96 8 11.6 1,120 103,936
NYME CRUDE OIL Feb-96 8 19.55 1,000 156,400
NY UNL GAS Feb-96 4 0.581 42,000 97,642
NY #2 HT OIL Feb-96 3 0.560 42,000 70,497
NATUR GAS/NYM Feb-96 4 2.619 10,000 104,760
NY COTTON Mar-96 1 0.811 500 405
NY CMX GOLD Apr-96 1 390.1 100 39,010
BRITISH POUND Mar-96 2 1.551 62,500 193,925
S-FRANC Mar-96 1 0.873 125,000 109,138
EURODLR, IMM Dec-96 14 94.9 2,500 3,321,500
J-YEN Mar-96 2 0.977 125,000 244,325
3 MO. T-BILL Mar-96 2 95.13 2,500 475,650
LME H/G $ ALUM Jan-96 1 1687.84 25 42,196
LME H/G $ ALUM Feb-96 2 1695.5 25 84,775
LME H/G $ ALUM Mar-96 3 1700.14 25 127,511
LME $ NICKEL Mar-96 1 7981.5 6 47,889
Aust Dollar
90 DAY AUS BILL Mar-96 6 69.038 2,380 985,857
3YR AUS TBND-SF Mar-96 4 68.807 2,830 778,894
10YR AUS TBND-S Mar-96 4 68.256 7,780 2,124,136
Brit Pound Sterling
LIF LG GILT Mar-96 1 171.642 500 85,821
LIF 500M STRLG Mar-96 5 145.172 1,250 907,324
Canadian Dollar
CDN GBOND-MTRL Mar-96 1 82.240 1,000 82,240
3MO B/A MNTRL Mar-96 3 69.216 2,500 519,121
Deutschemark
GMN GOVT BD LIF Mar-96 4 69.349 2,500 693,493
3MO EURODM LIF Mar-96 3 67.332 2,500 504,988
FIM M/T BUND-DT Mar-96 4 72.833 2,500 728,328
French Francs
T-BONDS MATIF Mar-96 3 24.533 5,000 367,992
OXFORD FUTURES FUND, LTD.
Notional Account Values (continued)
December 31, 1995
# of 12/31/95
Positions mkt val Notional Value
Contract ----------- per contr Contract ----------------
Description Date Long Short in U.S. $ Size Short Long
- -------------------------------------------------------------------------------
Italian Lira
IT GOVT BND-LIF Mar-96 2 0.068 2,000,000 272,592
3MO EUROLIF-LIF Jun-96 4 0.057 2,500,000 571,181
3MO EUROLIF-LIF Sep-96 1 0.057 2,500,000 142,985
Japanese Yen
NIKKEI STK-SMX Mar-96 4 192.976 500 385,953
3MO EUROYEN-SMX Jun-96 4 0.963 250,000 962,508
10YR JGB-TSE Mar-96 1 1.161 1,000,000 1,160,765
Spanish Peseta
10 YR NTL BD-MEF Mar-96 3 0.788 100,000 236,387
Swiss Francs
3MO EUROSF-LIF Mar-96 3 85.430 2,500 640,727
FX500
S&P 500 Mar-96 5 618.45 500 1,546,125
CHANG - Futures
DEUTSCHE MARK Mar-96 2 69.88 1,250 174,700
Options
SWISS FRANC PUT Mar-96 4 87.31 1,250 436,550
SWISS FRANC CALL Mar-96 4 87.31 1,250 436,550
S&P 500 CALL Jan-96 2 618.45 500 618,450
S&P 500 CALL Jan-96 2 618.45 500 618,450
-------- ----------
Totals 6,908,419 15,525,301
SUMMARY: Commitments Commitments
to Purchase to Sell
Interest Rates 10,353,778 1,160,765
Agricultural Commodities 860,071 240,253
Foreign Currencies (Exchange Traded Futures) 3,496,200 2,382,995
Metals - 341,381
Energy 429,299 -
Stock Indices 385,953 2,783,025
---------- ---------
Totals 15,525,301 6,908,419
OXFORD FUTURES FUND, LTD.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1995, 1994 AND 1993
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
CONTENTS
==================================
Page
Report of Independent Certified Public Accountants F-2
Statements of Financial Condition F-3
Statements of Operations F-4
Statements of Changes in Partners' Capital F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Oxford Futures Fund, Ltd.
We have audited the statements of financial condition of Oxford
Futures Fund, Ltd. (A Colorado Limited Partnership) as of
December 31, 1995 and 1994, and the related statements of
operations, changes in partners' capital, and cash flows for the
years ended December 31, 1995, 1994 and 1993. 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 audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Oxford Futures Fund, Ltd. as of December 31, 1995 and 1994,
and the results of its operations and its cash flows for the
years ended December 31, 1995, 1994, and 1993, in conformity with
generally accepted accounting principles.
Spicer, Jeffries & Co.
Denver, Colorado
February 8, 1996
F-2
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
STATEMENTS OF FINANCIAL CONDITION
=================================
December 31,
------------
1995 1994
----------- -----------
ASSETS
------
CASH $ 26 072 $ 9 366
EQUITY IN COMMODITY FUTURES TRADING
ACCOUNTS:
Cash 867 665 1 511 122
Unrealized gain on open commodity futures
contracts (Note 1) 175 313 95 481
INTEREST RECEIVABLE 3 147 6 036
----------- -----------
$ 1 072 197 $ 1 622 005
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Brokerage commissions accrued on open
commodity futures positions (Note 1) $ 4 895 $ 6 168
Accrued management and incentive fees (Note 3) 32 240 17 038
Redemptions payable 11 953 26 954
Accrued expenses 6 587 9 789
Short options 8 400 -
----------- -----------
TOTAL LIABILITIES 64 075 59 949
----------- -----------
COMMITMENTS (Note 3)
PARTNERS' CAPITAL (Note 2):
General Partners - 137.516 units outstanding 13 173 16 887
Limited Partners - 10,386.450 and 12,578.302
units outstanding 994 949 1 545 169
----------- -----------
TOTAL PARTNERS' CAPITAL 1 008 122 1 562 056
----------- -----------
$ 1 072 197 $ 1 622 005
=========== ===========
See accompanying notes to financial statements. F-3
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
STATEMENTS OF OPERATIONS
========================
Year Ended December 31,
------------------------------------------
1995 1994 1993
------------ ------------ ------------
INCOME:
Gains (losses) on trading of
commodity futures contracts:
Realized gains (losses) on
closed positions $ (297 255) $ 118 084 $ 56 281
Change in unrealized gains
on open positions
and options 87 133 (103 940) 102 786
Interest income 51 547 70 150 119 213
------------ ------------ ------------
Total income (loss) (158 575) 84 294 278 280
------------ ------------ ------------
EXPENSES: (Note 3)
Brokerage commissions and fees 70 522 86 606 141 520
General Partner management fees 23 595 38 150 97 841
Advisor management fees 48 127 64 811 134 780
Advisor incentive fees 27 520 9 246 70 550
Other 8 451 13 429 17 001
------------ ------------ ------------
Total expenses 178 215 212 242 461 692
------------ ------------ ------------
NET LOSS $ (336 790) $ (127 948) $ (183 412)
============ ============ ============
NET INCOME (LOSS) PER PARTNERSHIP
UNIT (Note 1) $ (27.05) $ 6.22 $ (5.34)
============ ============ ============
See accompanying notes to financial statements. F-4
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
====================================================
Limited General
Total Partners Partners
----------- ----------- -----------
BALANCES, December 31, 1992 $ 5 541 481 $ 5 364 951 $ 176 530
Redemption of 13,933.155
limited partnership units (1 684 332) (1 684 332) -
Net loss (183 412) (175 684) (7 728)
---------- ----------- -----------
BALANCES, December 31, 1993 3 673 737 3 504 935 168 802
Redemption of 18,787.256
limited partnership units (1 983 733) (1 818 275) (165 458)
Net income (loss) (127 948) (141 491) 13 543
----------- ----------- -----------
BALANCES, December 31, 1994 1 562 056 1 545 169 16 887
Redemption of 2,191.852
partnership units (217 144) (217 144) -
Net loss (336 790) (333 076) (3 714)
----------- ----------- -----------
BALANCES, December 31, 1995 $ 1 008 122 $ 994 949 $ 13 173
=========== =========== ============
NET ASSET VALUE PER UNIT:
At December 31, 1992 $ 121.96
===========
At December 31, 1993 $ 116.62
===========
At December 31, 1994 $ 122.84
===========
At December 31, 1995 $ 95.79
===========
See accompanying notes to financial statements. F-5
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
STATEMENTS OF CASH FLOWS
===========================
INCREASE (DECREASE) IN CASH
Year Ended December 31,
------------------------------------------
1995 1994 1993
----------- ----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (336 790) $ (127 948) $ (183 412)
Adjustments to reconcile net
loss to net cash provided
by operating activities:
Decrease in commodity
futures trading
account cash 643 457 2 149 043 2 123 182
(Increase) decrease in
unrealized gain on
open commodity
futures contracts (79 832) 83 308 (68 302)
Decrease (increase) on
long options - 5 940 (5 940)
Decrease in interest
receivable 2 889 1 466 6 144
Increase (decrease) in
accrued management
and incentive fees 15 202 2 292 (14 710)
Increase (decrease) in
brokerage commissions
payable (1 273) (2 602) 930
Increase (decrease) in
short options 8 400 (500) 500
Increase (decrease) in
accrued expenses (3 202) 289 (500)
----------- ----------- ----------
Net cash provided by
operating activities 248 851 2 111 288 1 857 892
CASH FLOWS USED IN FINANCING
ACTIVITIES:
Partner redemptions (232 145) (2 103 511) (1 857 807)
----------- ----------- ----------
NET INCREASE IN CASH 16 706 7 777 85
CASH, beginning of year 9 366 1 589 1 504
----------- ----------- ----------
CASH, end of year $ 26 072 $ 9 366 $ 1 589
=========== =========== ==========
See accompanying notes to financial statements. F-6
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
=============================
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------
Open commodity futures contracts are valued at the closing market quotations on
the last business day of the month.
Brokerage commissions on open commodity futures contracts are accrued on a
full-turn basis.
The net asset value per unit at each valuation date is computed by dividing
Partners' capital by the number of units outstanding.
Net income (loss) per Partnership unit is the difference between the computed
net asset value per unit at the beginning and end of each period. The
computations are based on unit values net of offering expenses.
Income and losses from the Partnership are allocated pro rata among the
Partners based on their respective capital accounts as of the end of each month
in which the items accrue.
The Partnership is not subject to federal income taxes; each Partner reports
his allocable share of income, gain, loss, deductions or credits on his own
income tax return.
NOTE 2 - LIMITED PARTNERSHIP AGREEMENT
- ----------------------------------------
The Partnership was organized under the Colorado Uniform Limited Partnership
Act on October 17, 1986. The Partnership began trading in August 1987. The
Partnership will continue until December 31, 2026, unless terminated sooner as
provided for in the Agreement of Limited Partnership.
The General Partners are required to invest in the Partnership the lesser of
$100,000 or 3% of the total contributions to the Partnership by Limited
Partners, but in any event an amount which will enable the General Partners to
maintain a 1% interest in Partnership gain, loss, deductions or credits as a
general partnership interest. As long as they act as the Partnership's General
Partners they will maintain this required minimum investment. The General
Partners may withdraw any interest they may have as General Partners in excess
of this requirement, and may redeem any units of General Partner interest as of
any month-end on the same terms as any Limited Partner, provided that no
reduction will reduce General Partners' interest below their required
contribution to the Partnership, as described above.
NOTE 3 - CONTRACTS AND AGREEMENTS
- -----------------------------------
Advisory Contracts
- ------------------
The Partnership's trading activities are conducted pursuant to advisory
contracts with its commodity trading advisors ("Advisors"). Either the
F-7
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Continued)
=============================
NOTE 3 - CONTRACTS AND AGREEMENTS (continued)
- -----------------------------------------------
Partnership or the Advisors may terminate their agreement upon written notice.
During the term of the advisory contracts, the Partnership paid the Advisors a
monthly management fee ranging from .083% to .25% of the assets allocated to
them (as defined) as of the last day of each month, and a quarterly incentive
fee equal to 15% - 20% of the Partnership's trading profits for each quarter.
The monthly management fee is paid to the Advisors whether or not the
Partnership has a profit. However, the quarterly incentive fee is payable only
on cumulative profits achieved from commodity trading (as defined).
Brokerage Agreement
- -------------------
The Partnership has entered into brokerage agreements with Bradford & Co.,
Incorporated ("Bradford"), one of the General Partners and with Refco, Inc.
Bradford, which is not a clearing member of any exchange, clears its trades
through LFG, LLC. The agreements provide that the Partnership shall pay
brokerage commissions to the clearing brokers ranging from $15 to $60 per
round-turn trade and any transaction fees imposed by an exchange, exchange
clearing house or registered futures association with respect to the
Partnership's transactions. Bradford remits a portion of the commissions it
receives to the clearing broker, LFG, LLC and to the Selling Agent and
Additional Sellers.
J. C. Bradford & Company, an affiliate of Bradford, was the selling agent in
the offering of Partnership units. Rockwell Investments, Inc., an affiliate
of Rockwell Futures Management, Inc. ("Rockwell"), one of the General Partners,
sold units as an additional seller. The selling agent and additional sellers
receive between 40% and 90% of the commissions paid to Bradford for their
continuing commodity-related services to the Partnership and the Limited
Partners.
The Partnership is paid interest monthly by Bradford on 80% of the
Partnership's average net asset value at the average interest rate for 90-day
U.S. Treasury Bills auctioned during the month.
The brokerage agreement with Bradford may be terminated by either party upon 30
calendar days written notice.
General Partner Management Fee
- ------------------------------
The Partnership will pay Rockwell a monthly management fee equal to 1/6 of 1%
of the Partnership's management fee net asset value (as defined) as of the last
day of each month. At December 31, 1995 and 1994, $1,754 and $2,677 was due
Rockwell.
F-8
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Continued)
=============================
NOTE 4 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET
RISKS AND UNCERTAINTIES
- -------------------------------------------------------
The Partnership participates in the speculative trading of commodity futures
contracts, substantially all of which are subject to margin requirements. The
minimum amount of margin required for each contract is set from time to time in
response to various market factors by the respective exchanges. Further, the
clearing broker has the right to require margin in excess of the minimum
exchange requirement. Risk arises from changes in the value of these contracts
(market risk) and the potential inability of brokers to perform under the terms
of their contracts (credit risk).
The following table sets forth the averages, highs and lows for the
Partnership's month-end net asset values and the monthly rates of return for
the year ended December 31, 1995.
Average High Low
----------- ----------- -----------
Net Asset Value $ 1,152,462 $ 1,412,544 $ 925,938
Rate of Return -1.92% 9.55% -11.96%
At December 31, 1995, the notional value of open contracts held by the
Partnership was:
Commitments to
--------------
Purchase Sell
------------ -----------
Interest Rates $ 10 353 778 $ 1 160 765
Agricultural Commodities 860 071 240 253
Foreign Currencies 3 496 200 2 382 995
Metals - 341 381
Energy 429 299 -
Stock indices 385 953 2 783 025
------------ -----------
$ 15 525 301 $ 6 908 419
============ ===========
The notional value of open contract amounts in the above table represents the
Partnership's market exposure in the particular class of instrument (except to
the extent that the Partnership holds offsetting positions). All of the
contracts currently traded by the Partnership are exchange traded. The risks
associated with exchange-traded contracts are generally perceived to be less
than those associated with over the counter transactions since, in over the
counter transactions, the Partnership must rely solely on the credit of their
F-9
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Concluded)
=============================
NOTE 4 - FINANCIAL INSTRUMENTS WITH OFF - BALANCE SHEET
RISKS AND UNCERTAINTIES (continued)
- -----------------------------------------------------------
respective individual counterparties. However, if in the future, the
Partnership were to enter into non-exchange traded contracts, it would be
subject to the credit risk associated with counterparty non-performance. The
credit risk from counterparty non-performance associated with such instruments
is the net unrealized gain, if any. The Partnership also has credit risk since
the sole counterparty to all domestic futures contracts is the exchange
clearing corporation. In addition, the Partnership bears the risk of financial
failure by the clearing broker.
The Partnership's policy is to continuously monitor its exposure to market and
counterparty risk through the use of a variety of financial, position and
credit exposure reporting and control procedures. In addition, the Partnership
has a policy of reviewing the credit standing of each clearing broker or
counterparty with which it conducts business.
F-10
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 26,072
<SECURITIES> 1,042,978
<RECEIVABLES> 3,147
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,072,197
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,072,197
<CURRENT-LIABILITIES> 64,075
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,008,122
<TOTAL-LIABILITY-AND-EQUITY> 1,072,197
<SALES> 0
<TOTAL-REVENUES> (158,575)
<CGS> 0
<TOTAL-COSTS> (178,215)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (336,790)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (336,790)
<EPS-PRIMARY> (27.05)
<EPS-DILUTED> (27.05)
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