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, 1996
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 Bergen Parkway, 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 December 31, 1996 there were
8,730.203 Units issued and outstanding.
Total number of pages: 64. Consecutive page numbers on which exhibits
commence:19
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, 1994, and 1995 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 futures 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) were the Partnership's
commodity brokers until April, 1996 when the Partnership terminated its
relationship with Refco. Bradford clears the Partnership's futures trades
through its clearing broker, LFG, L.L.C. (LFG). In January, 1997, the
Partnership also entered into a brokerage agreement with E.D. & F Man
International, Inc. (Man). 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. On April 17, 1996 the advisory contract with CCA was
terminated when the Partnership was advised by CCA that it intended to
terminate its operations. In May, 1996 a portion of the assets traded by CCA
were allocated to Mark Aune, CTA. Aune and Chang acted as the Partnership's
sole advisors until December, 1996 when the advisory contract with Chang was
terminated. In January, 1997 the assets traded by Chang were allocated to
Hampton Investors, Inc. (Hampton) and Willowbridge Associates,
Inc.(Willowbridge).
The Brokerage Agreements with Bradford and Man are terminable by either
party upon written notice. The Advisory Agreements with Aune, Willowbridge and
Hampton may be terminated by any 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.
Willowbridge 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 25% of the Partnership's Trading Profits, as
determined by a formula set forth in the Advisory Agreement. Hampton 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
23% of the Partnership's Trading Profits, as determined by a formula set forth
in the Advisory Agreement. Aune receives a quarterly incentive fee equal to
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. Neither Hampton nor Willowbridge are
affiliated with the General Partners within the meaning of the rules
promulgated by the Securities and Exchange Commission. Aune is an employee of
Bradford. 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, Bradford and Man 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, Bradford and Man 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 17, 1997, the Partnership's trading advisors were Aune,
Willowbridge and Hampton. The following is a brief description of their
trading strategies:
Mark Aune, CTA
Mark D. Aune is a sole proprietor and has been acting as a trading advisor
since December, 1986. Mr. Aune currently offers a diversified trading program
to clients, utilizing a number of systemized trend following strategies which
are technical in nature. Commodity groups that will be included are
currencies, financials, foods, grains, precious metals and petroleum products.
Hampton Investors Inc.
Hampton Investors Inc. is a New York corporation and has been acting as an
Investment Advisor since 1985, and as a Commodity Trading Advisor since August,
1995. Hampton offers an S&P 500 only trading program to clients, utilizing a
systematic strategy which is totally technical and mechanical in nature.
Willowbridge Associates Inc.
Willowbridge Associates Inc. (Willowbridge) primarily trades a diversified
portfolio of futures. Willowbridge utilizes a computerized technical trading
system in making its trading decisions.
Rockwell is the sole general partner of a number of other commodity pools
that are currently trading. As of December 31, 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, 1996 and as of December 31, 1995,
there were, respectively, 117 and 136 Limited Partners in the Partnership and
8,730.203 and 10,523.966 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.
1996 1995 1994 1993 1992
Total Income (Loss) $(182,253) $( 158,575) $84,294 $278,280 $(1,431,474)
Net Income (Loss) (244,123) (336,790) (127,948) (183,412) (2,408,831)
Net Income (Loss)
per Unit (23.51) (27.05) 6.22 (5.34) (35.69)
Total Assets 701,582 1,072,197 1,622,005 3,853,985 5,908,984
Partners' Capital 631,022 1,008,122 1,562,056 3,673,737 5,541,481
Net Asset Value
per Unit 72.28 95.79 122.84 116.62 121.96
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 1996.
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.
1996 saw a continuation of a strong bull market for stocks. However,
there were also significant price moves in other markets. Expectations of a
drought in the spring of 1996 prompted a large price increase in grains, taking
corn and wheat to record price levels by summer. Energy futures prices also
set records with natural gas posting an all time price high in December. Crude
oil futures prices also spiked in the last quarter reaching almost $27 per
barrel for the first time since the Persian Gulf War.
On the short side, copper prices collapsed, losing almost 35% in two
months in the wake of the Sumitomo Corporation scandal. Similarly, the price
of gold declined to under $370 as slow growth kept inflation low.
The dollar rose against all of the major European currencies and against
the Japanese Yen. Bond prices were volatile with the 30 year U.S. government
bond starting the year at 5.95%, moving as high as 7.2% in July and finishing
the year at 6.64%.
These volatile markets did not present winning opportunities for any of
the Partnership's traders. Indeed all of the Partnership's traders lost money
in 1996. In 1996, realized and unrealized trading losses totalled
approximately $213,000. This total results from $110,000 in losses from CCA, a
$9,000 loss from Chang, losses of $66,000 from FX 500, and a loss of $28,000
from Aune. 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 Aune included currencies, interest rates, energies and
agricultural commodities. The Partnership had no open positions on December
31, 1996.
In 1995, realized and unrealized trading losses totalled approximately
$210,000. This total results from $217,000 in profits from CCA, $8,000 in
losses from Chang, losses of $449,000 from FX 500 and profits of $30,000 from
Campbell.
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.
The decline in Partnership assets in 1996 was due to investor redemptions
and trading losses as described above. Investor redemptions totaled
approximately $2,334,000 during the three years ended December 31, 1996.
Redemptions totaled $133,000, $217,000 and $1,984,000 during 1996, 1995, and
1994, 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, 1996.
Average High Low
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Net Asset Value $ 751,871 $ 989,992 $ 631,022
Rate of Return -2.05% 10.61% -21.24%
At December 31, 1996, the Partnership had no open positions. At that time the
systems used by the Partnership's trading advisors were neutral.
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 Bergen
Parkway, 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, 1996, the Partnership incurred fees to Rockwell in the amount of
$15,312.
Bradford and Refco acted as the commodity brokers for the Partnership
during 1996 and received 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 Aune on the Partnership's
behalf, the Partnership paid Bradford $17, and $30, 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 paid Refco $30 per round-turn trade plus
NFA fees. For the period ended December 31, 1996, the Partnership incurred
$24,838 in brokerage commissions of which a portion was retained by Bradford.
In 1997, the Partnership also pays Man $25 per round turn trade for trades
entered by Willowbridge and pays Bradford $30 per round turn trade for trades
entered by Hampton. 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 December 31,
1996 a total of 8,730.203 Units of Limited Partnership interests are issued and
outstanding and are held by 117 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 December 31, 1996
having an aggregate value of $73.36 and $9,866.29, respectively, which is
approximately .01% and 1.56% of the Net Asset Value of the Partnership.
Rockwell and Bradford did not own any Limited Partnership Units as of December
31, 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)
10.12 Advisory Contract dated April 30, 1996 between the
Partnership, Rockwell Futures Management, Inc.,
Bradford & Co., Incorporated and Mark Aune, CTA. (i)
10.13 Advisory contract dated January 9, 1997 between the
Partnership, Rockwell Futures Management, Inc.,
Bradford & Co., Incorporated and Hampton Investors
Inc. (j)
10.14 Advisory contract dated January 13, 1997 between the
Partnership, Rockwell Futures Management, Inc.,
Bradford & Co., Incorporated and Willowbridge
Associates Inc. (k)
(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. (h)
99.7 Open commodity positions on December 31, 1996. (i)
(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 and 99.6 are incorporated by reference from
the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1995.
(i) Exhibits 10.12, 10.13, 10.14, 27, and 99.7 are attached hereto
and made part of this Report on Form 10-K for the year ended
December 31, 1996.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended December 31,
1996.
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, 1997 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, 1997 By: /s/ Robert J. Amedeo
______________ _________________________________
Robert J. Amedeo
President, Director and
Chief Executive Officer
Rockwell Futures Management, Inc.
(a General Partner)
Date: March 21, 1997 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, 1997 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, 1997 By: /s/ W. Lucas Simons
______________ _________________________________
W. Lucas Simons
President and Director
Bradford & Co., Incorporated
(a General Partner)
Date: March 21, 1997 By: /s/ C. Taxon Malott
______________ _________________________________
C. Taxon Malott
Vice President and Director
Bradford & Co., Incorporated
(a General Partner)
Date: March 21, 1997 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
_______
10.12 Mark Aune, CTA Advisory Agreement.
10.13 Hampton Investors Inc., CTA Advisory Agreement.
10.14 Willowbridge Associates Inc., CTA Advisory Agreement.
27 Financial Data Schedule
99.7 Open commodity positions on December 31, 1996.
OXFORD FUTURES FUND, LTD. EXHIBIT 10.12
Advisory Contract
This agreement made as of this 30th day of April, 1996 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 Mark D. Aune, a sole proprietor (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;
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 September 16, 1995 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 has the full power and authority to enter into this
agreement.
(d) The information contained in the Advisor's Disclosure Document
required under the Commodity Exchange Act (CEA), 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 CEA, 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, including the September 16, 1995 Disclosure
Document required under the CEA and Commodity Regulations. The Advisor shall
not be responsible for any information in that notice that is inconsistent with
the Advisor's Disclosure Document.
(g) Initially, the Advisor will be allocated a $250,000 account
level, of which $200,000 will be notional funds.
(h) At the time assets are allocated to the Advisor, such assets
will be in the form of cash, Treasury bills, and/or notional funds.
(i) 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.
(j) There are no material actions pending or threatened against
the General Partners or the Partnership.
(k) The Partnership has been and will be operated in compliance
with all applicable laws and NFA Rules.
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 assets allocated to the Advisor of the
Partnership. 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 assets allocated to it. 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 Bradford &
Co., Incorporated and all trades for the Partnership's account shall be made
through LFG, L.L.C. (LFG) 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 LFG.
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 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 calendar 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) 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. Incentive fees are payable based
upon calendar quarters. 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.
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 on 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 computed as if the
effective date of termination were the last day of then current quarter.
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 Parties agree 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
Parties relating to the Advisor Parties 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
Parties 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 Parties 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
Parties 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 Parties which claim,
dispute or litigation is unrelated to the Advisor's business, and if the
Advisor Parties are 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 Parties who
agree to cooperate in the defense thereof and the Partnership shall indemnify
and hold harmless the Advisor Parties 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 330
Commerce Street, Nashville, Tennessee 37201; (ii) the General Partners or the
Partnership c/o Rockwell at 1202 Bergen Parkway, 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 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, Douglas O. Kitchen,
President Executive Vice-President
Mark D. Aune
the Advisor
By: /s/ Mark D. Aune
__________________________________
Mark D. Aune
COMMODITY TRADING AUTHORIZATION
April 30, 1996
Mark D. Aune
330 Commerce Street
Nashville, TN 37201
Dear Mr. Aune:
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 LFG, L.L.C. as designated to you in writing by the
Partnership's General Partners, in accordance with the Advisory Contract
between us dated April 30, 1996.
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 10.13
Advisory Contract
This agreement made as of this 9th day of January, 1997 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 Hampton Investors Inc., a New York 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;
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 September 3, 1996 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 has the full power and authority to enter into this
agreement.
(d) The information contained in the Advisor's Disclosure Document
required under the Commodity Exchange Act (CEA), 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 CEA, 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.
(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.
(j) The Partnership has been and will be operated in compliance with
all applicable laws and NFA Rules.
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 assets allocated to the Advisor of the
Partnership. The term Allocated Assets is defined below. Initially, the
Advisor will be allocated a $800,000 account level, of which $400,000 will be
notional funds to be traded pursuant to its Leverage 3 Program. 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 assets
allocated to it. 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. 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 Bradford & Co., Incorporated and all trades for the Partnership's account
shall be made through LFG, L.L.C. (LFG) 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 LFG. 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
.0833% (1% annually) of the Partnership's Allocated Assets (as defined below)
and a quarterly incentive fee equal to 23% of Trading Profits (as defined
below) of the Partnership attributable to the Advisor without regard to the
profitability of any other advisor in each calendar 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
(including notional funds) 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. 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 calendar quarter of the Fund will be charged an incentive fee, if applicable,
determined as if the redemption date were the end of a calendar 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 on 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 computed as if the
effective date of termination were the last day of then current quarter.
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 Parties agree 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
Parties relating to the Advisor Parties 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
Parties 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 Parties 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
Parties 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 Parties which claim,
dispute or litigation is unrelated to the Advisor's business, and if the
Advisor Parties are 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 Parties who
agree to cooperate in the defense thereof and the Partnership shall indemnify
and hold harmless the Advisor Parties 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 2519 Avenue U,
Brooklyn, NY 11229, (718) 891-2455 Facsimile; (ii) the General Partners or the
Partnership c/o Rockwell at 1202 Bergen Parkway, 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 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, Douglas O. Kitchen,
President Executive Vice-President
Hampton Investors Inc.
the Advisor
By: /s/ Charles Mizrahi
__________________________________
Charles Mizrahi
OXFORD FUTURES FUND, LTD.
Commodity Trading Authorization
January 9, 1997
Hampton Investors Inc.
Mr. Charles Mizrahi
2519 Avenue U
Brooklyn, NY 11229
Dear Mr. Mizrahi:
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 LFG, L.L.C. as designated to you in writing by the
Partnership's General Partners, in accordance with the Advisory Contract
between us dated January 9, 1997.
Very truly yours,
OXFORD FUTURES FUND, LTD.
By: Rockwell Futures Management, Inc.
A General Partner
By: /s/ Robert J. Amedeo
_________________________________
Robert J. Amedeo,
President
OXFORD FUTURES FUND, LTD. EXHIBIT 10.14
Advisory Contract
This agreement made as of this 13th day of January, 1997 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 Willowbridge Associates Inc., a Delaware 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;
WHEREAS, the Partnership, the General Partners 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 October 29, 1996 disclosure document from the Advisor as filed
with the CFTC (the Disclosure Document).
2. Certain Representations and Warranties.
(a) The Advisor represents and warrants to the Partnership and the
General Partners and agrees that:
(i) The Advisor agrees that it will provide the General
Partners with any reasonable information concerning the Advisor that the
General Partners may reasonably request (other than the identity of its
customers and proprietary trading information), subject to receipt of adequate
assurances of confidentiality from the General Partners, which the General
Partners deem material to the Partnership;
(ii) The Advisor is registered as a commodity trading advisor
with the CFTC and is a member in good standing of the NFA;
(iii) The Advisor is a corporation, with full power and
authority to enter into this agreement;
(iv) The information contained in the disclosure document of
the Advisor required under the Commodity Exchange Act, the regulations
promulgated thereunder 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. The disclosure document complies in all
material respects with the Commodity Exchange Act, the regulations promulgated
thereunder 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 Exchange Act, the regulations
promulgated thereunder 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;
(v) The Advisor has all registrations required to conduct the
trading activity described in its disclosure document; and
(vi) 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.
(b) The General Partners and the Partnership represent and warrant
to the Advisor and agree that:
(i) The Partnership's Offering Memorandum complies in all
material respects with the Securities Act of 1933, the Commodity Exchange Act
and the rules and regulations promulgated thereunder and that it does not
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statement therein
in light of the circumstances under which such statements were made not
misleading;
(ii) The General Partners are each registered as a commodity
pool operator with the CFTC and is a member in good standing with the NFA;
(iii) The General Partners are each a corporation with full
power and authority to enter this agreement;
(iv) The Partnership is duly organized and has full power and
authority to enter into this agreement;
(v) The representations and warranties made in this agreement
by the General Partners and the Partnership 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 General Partners and the Partnership will promptly notify the
Advisor. The General Partners and the Partnership acknowledge that the
indemnities provided in this agreement by the Advisor to the General Partners
and the Partnership shall be inapplicable in the event of any liability
accruing to the extent, if any, caused by or based upon the General Partners or
the Partnership's material misrepresentations, omissions or breach of any
warranty in this agreement; and
(vi) 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 the Advisor's current
Disclosure Document as provided by the Advisor to the limited partners;
provided that, neither of the General Partners nor the Partnership shall
distribute any description of the Advisor, its principals, or its or their
trading performance without the prior written consent of the Advisor;
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.
3. Duties of the Advisor. Upon the commencement of trading operations of
the Partnership, the Advisor shall have sole authority and responsibility for
directing the Partnership's Commodity Interest trading activities for the
period set forth in this agreement and in accordance with the trading policies
and trading strategies set forth in the Offering Memorandum with respect to the
Allocated Assets of the Partnership. The term Allocated Assets is defined
below. Initially, the Advisor will be allocated a $500,000 account level, of
which $250,000 will be in the form of cash or Treasury bills and $250,000 will
be notional funds. The Advisor will trade the account pursuant to the Argo
Trading System. If the General Partners, in their sole discretion, determines
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 and the Advisor shall have no
liability resulting from any loss due to such reversal. 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 Argo Trading System as
modified and refined from time to time. Material changes in the Argo Trading
System will not be made without prior written notice to the General Partners.
Changes in markets or commodities traded shall not be deemed material changes
in the Argo Trading System. All trades for the account of the Partnership
shall be made through the commodity broker or brokers as the General Partners
direct. The Partnership and the General Partners specifically acknowledge that
in agreeing to manage an account for the Partnership, the Advisor is in no
respect making any guarantee of profits or of protection against loss and that
all trades are for the account and risk of the Partnership.
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, been an organizer or promoter of the
Partnership and the Advisor has no responsibility for the content of the
Offering Memorandum or for the offering of the Units. 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. Nothing contained in this
agreement shall constitute the Advisor a joint venturer or partner with any
other advisor.
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
.0833% (1% annually) of the Partnership's Allocated Assets (as defined below)
and a quarterly incentive fee equal to 25% of Trading Profits (as defined
below) of the Partnership attributable to the Advisor without regard to the
profitability of any other advisor in each calendar quarter;
(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,
except that the parties acknowledge that the spouse of a principal of the
Advisor may receive floor brokerage commissions in respect of transactions
executed on behalf of the Partnership;
(c) Allocated Assets. Allocated Assets means the value of that
portion of the Partnership's Net Asset Value (including notional funds)
initially allocated to the Advisor (and from time to time reallocated by the
General Partners) together with any appreciation or depreciation in those
assets plus any distributions, redemptions and accrued management and advisory
fees and the prior month's taxes, if any;
(d) Net Asset Value means the Partnership's total assets less total
liabilities, determined on the basis of generally accepted accounting
principles, consistently applied;
(e) Net Asset Value per Unit means the Net Asset Value divided by
the number of Units and units of general partnership interest then outstanding;
and
(f) Trading Profits. Trading Profits (for purposes of calculating
the Advisor's incentive fees only) during a calendar quarter shall mean
cumulative profits (over and above the aggregate of previous period profits)
during the quarter allocable to the Advisor's trading (after deduction for
accrued brokerage fees attributable to the Allocated Assets and accrued
management fees payable to the Advisor). Trading Profits shall include both
realized and unrealized profits. Trading Profits shall not include interest
received by the Partnership 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 allocable to the Advisor's trading for the ensuing
quarter exceed the aggregate Carryforward Loss. To the extent any Units are
redeemed at a loss or assets are allocated away from the Advisor, any loss
attributed to those Units or amounts allocated away, shall not be carried
forward to reduce future Trading Profits. Incentive fees on Trading Profits
are payable to the Advisor regardless of the performance of the Partnership's
other advisors.
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 the same or different fees may
be changed. 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 or different 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 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 on an overall basis. The Partnership and the General
Partners acknowledge, however, that different accounts, even though traded
according to the same investment program, can have varying investment results.
The reasons for this include numerous material differences among accounts
including, but not limited to: (1) procedures governing timing for the
commencement of trading and means of moving toward full portfolio commitment of
new accounts; (2) the period during which accounts are active; (3) the
investment program used (although all accounts may be traded in accordance with
the same approach, such approach may be modified periodically as a result of
ongoing research and development by the Advisor); (4) leverage employed; (5)
the size of the account, which can influence the size of positions taken and
restrict the account from participating in all markets available to an
investment program; (6) the amount of interest income earned by an account,
which will depend on the rates paid by a futures commission merchant on
interest bearing obligations such as U.S. Treasury bills; (7) the amount of
management and incentive fees paid and the amount of brokerage commissions
paid; (8) the timing of orders to open or close positions; (9) the market
conditions, which in part determine the quality of trade executions; and (10)
trading instructions/restrictions of the client.
7. Speculative Position Limits and Reallocation of Assets.
(a) Limits Applicable to Partnership. The General Partners shall
allocate and reallocate in writing 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 equally 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 20% of the applicable Limit in any commodity interest. The Advisor and
the General Partners agree that they 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, except to the extent that the Advisor adjusts its trading
systems, methods or strategies in a reasonable and good faith effort to achieve
an equitable treatment of all accounts in order to accommodate the trading of
additional funds and accounts;
(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.
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, and upon reasonable notice from, the
General Partners, the Advisor shall permit the General Partners to review,
during normal business hours at the Advisor's offices, such trading records as
it reasonably may request for the purpose of confirming that the Partnership
has been treated equitably with respect to advice rendered during the term of
this Agreement by the Advisor for other client accounts managed by the Advisor
pursuant to the Advisor's Argo Trading System, which the parties acknowledge to
mean that the General Partners may inspect, subject to such restrictions as the
Advisor may reasonably deem necessary or advisable so as to preserve the
confidentiality of proprietary information and the identity of, and other
confidential information regarding, its clients, all trading records of the
Advisor as it reasonably may request during normal business hours. The Advisor
may, in its discretion, withhold from any such report or inspection the
identity of, and other confidential information regarding, the client for whom
any such account is maintained and, in any event, the Partnership and the
General Partners shall keep all such information obtained by them from the
Advisor 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 calendar quarter or month, respectively.
10. Indemnity.
(a) In any threatened, pending or completed action, suit, or
proceeding to which the Advisor was or is a party or is threatened to be made a
party by reason of the fact that it is or was the commodity trading advisor of
the Partnership, the Partnership shall indemnify and hold harmless, subject to
subsection (b) of this section, the Advisor and its principals, shareholders,
officers, directors, employees and affiliated persons 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 such parties in connection with any action, suit or proceeding if
such parties acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the Partnership, and provided that such
parties conduct does not constitute negligence or a breach of fiduciary
obligations. The termination of any action, suit or proceeding by judgment,
order or settlement shall not, of itself, create a presumption that such
parties did not act in good faith and in a manner which it reasonably believed
to be in or not opposed to the best interests of the Partnership;
(b) If the Advisor or its principals, shareholders, officers,
directors, employees and affiliated persons 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 such parties against the expenses, including
attorneys' and accountants' fees, actually and reasonably incurred by them in
connection therewith;
(c) Expenses incurred in defending a threatened or pending civil,
administrative or criminal action, suit or proceeding against the Advisor or
its principals, shareholders, officers, directors, employees and affiliated
persons 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;
(d) The Advisor agrees to indemnify, defend and hold harmless the
Partnership and the General Partners against all liabilities incurred by them
by reason of any act or omission of the Advisor or its principals,
shareholders, officers, directors or employees relating to the Advisor or the
Partnership or resulting from any breach of this Agreement by any of them
(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 such parties;
(e) Any indemnification under subsections (a) or (d) above, unless
ordered by a court or administrative forum, shall be made by the Partnership or
the Advisor only as authorized in the specific case and only upon a
determination by independent legal counsel (selected by the indemnifying party
and satisfactory to the indemnified party) in a written opinion that
indemnification is proper in the circumstances because the Advisor or its
principals, shareholders, officers, directors, employees and affiliated persons
or the Partnership as the case may be has met the applicable standard of
conduct set forth in subsections (a) or (d) above. In the event the Advisor or
its principals, shareholders, officers, directors, employees and affiliated
persons is entitled to indemnification hereunder but a court or independent
legal counsel determines that indemnification is not obtainable from the
Partnership, the General Partners shall indemnify the Advisor to the same
extent as the Partnership otherwise would have been required;
(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 and the General Partners 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 or its principals, shareholders,
officers, directors, employees and affiliated persons are 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 such parties who agree to cooperate in the defense thereof and the
Partnership shall indemnify and hold harmless the Advisor and its principals,
shareholders, officers, directors, employees and affiliated persons 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 to default judgments, confessions of judgment or
settlements entered into by the party claiming 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;
and
(h) The foregoing provisions for indemnification shall survive the
termination of this agreement.
11. Complete Agreement. This agreement shall constitute the entire
agreement between the Advisor, the General Partners and the Partnership with
respect to the subject matter hereof and no other agreement, verbal or
otherwise, shall be binding upon the parties to this agreement unless it shall
be in writing and signed by the party against whom enforcement is sought.
12. Assignment and Successors. This agreement may not be assigned nor
the duties hereunder delegated by any party without the express written consent
of the other parties. 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, except as is
provided for in Section 10.
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 deemed delivered upon actual receipt and shall be delivered
personally, by air courier, by telecopy or by registered or certified mail,
postage prepaid, return receipt requested, to (i) the Advisor at 101 Morgan
Lane, Suite 180, Plainsboro, New Jersey 08536; (ii) the General Partners or the
Partnership c/o Rockwell at Bergen Park Business Plaza, 1202 Bergen Parkway,
Suite 212, Evergreen, Colorado 80439 or to any other address 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; and
(e) With respect to any notice required to be given to or by the
General Partners, 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 District of
Colorado (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, 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.
17. Confidentiality. The Partnership and the General Partners
acknowledge that the trading strategies and systems of the Advisor is the
confidential property of the Advisor. Nothing in this Agreement shall require
the Advisor to disclose the confidential and proprietary details of its trading
strategies and systems or the names of any of its customers. The Partnership
and the General Partners further agree that they will keep confidential and
will not disseminate the Advisor's trading advice to the Partnership, except
as, and to the extent that, it may be determined by the General Partners to be
expressly required by law (including court order) or regulation.
This Agreement shall be deemed to be made under and construed in
accordance with the law of the State of Colorado and shall be deemed to be made
under and construed in accordance with the law of the State of Colorado without
regard to its conflicts of laws of provisions.
Each of the individuals signing this Agreement is duly authorized and
empowered to bind the parties to the terms and conditions of this Agreement.
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, Douglas O. Kitchen,
President Executive Vice-President
Willowbridge Associates Inc.
the Advisor
By: /s/ Teresa Morris
__________________________________
Teresa Morris,
Senior Vice President
OXFORD FUTURES FUND, LTD.
Commodity Trading Authorization
January 13, 1997
Willowbridge Associates Inc.
101 Morgan Lane, Suite 180
Plainsboro, New Jersey 08536
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 E.D. & F.
Man International Inc., 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 January 13, 1997.
Very truly yours,
OXFORD FUTURES FUND, LTD.
By: Rockwell Futures Management, Inc.
a General Partner
By: /s/ Robert J. Amedeo
_______________________________________
Robert J. Amedeo,
President
OPEN COMMODITY POSITIONS EXHIBIT 99.6
AS OF DECEMBER 31, 1996
As of December 31, 1996, the Partnership had no open commodity
positions.
OXFORD FUTURES FUND, LTD.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1996, 1995 AND 1994
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, 1996 and 1995, and the related statements of
operations, changes in partners' capital, and cash flows for the
years ended December 31, 1996, 1995 and 1994. 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, 1996 and 1995,
and the results of its operations and its cash flows for the
years ended December 31, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.
Spicer, Jeffries & Co.
Denver, Colorado
February 6, 1997
F-2
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
STATEMENTS OF FINANCIAL CONDITION
=================================
December 31,
------------
1996 1995
----------- -----------
ASSETS
------
CASH $ 3 010 $ 26 072
EQUITY IN COMMODITY FUTURES TRADING
ACCOUNTS:
Cash 696 283 867 665
Unrealized gain on open commodity futures
contracts (Note 1) - 175 313
INTEREST RECEIVABLE 2 289 3 147
----------- -----------
$ 701 582 $ 1 072 197
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Brokerage commissions accrued on open
commodity futures positions (Note 1) $ - $ 4 895
Accrued management and incentive fees (Note 3) 1 298 32 240
Redemptions payable 63 078 11 953
Accrued expenses 6 184 6 587
Short options - 8 400
----------- -----------
TOTAL LIABILITIES 70 560 64 075
----------- -----------
COMMITMENTS (Note 3)
PARTNERS' CAPITAL (Note 2):
General Partners - 137.516 units outstanding 9 940 13 173
Limited Partners - 8,592.687 and 10,386.450
units outstanding 621 082 994 949
----------- -----------
TOTAL PARTNERS' CAPITAL 631 022 1 008 122
----------- -----------
$ 701 582 $ 1 072 197
=========== ===========
See accompanying notes to financial statements. F-3
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
STATEMENTS OF OPERATIONS
========================
Year Ended December 31,
------------------------------------------
1996 1995 1994
------------ ------------ ------------
INCOME:
Gains (losses) on trading of
commodity futures contracts:
Realized gains (losses) on
closed positions $ (30 436) $ (297 255) $ 118 084
Change in unrealized gains
on open positions
and options (182 613) 87 133 (103 940)
Interest income 30 796 51 547 70 150
------------ ------------ ------------
Total income (loss) (182 253) (158 575) 84 294
------------ ------------ ------------
EXPENSES: (Note 3)
Brokerage commissions and fees 24 838 70 522 86 606
General Partner management fees 15 312 23 595 38 150
Advisor management fees 12 002 48 127 64 811
Advisor incentive fees 950 27 520 9 246
Other 8 768 8 451 13 429
------------ ------------ ------------
Total expenses 61 870 178 215 212 242
------------ ------------ ------------
NET LOSS $ (244 123) $ (336 790) $ (127 948)
============ ============ ============
NET INCOME (LOSS) PER PARTNERSHIP
UNIT (Note 1) $ (23.51) $ (27.05) $ 6.22
============ ============ ============
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, 1996, 1995 AND 1994
====================================================
Limited General
Total Partners Partners
----------- ----------- -----------
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 loss (127 948) (141 491) 13 543
---------- ----------- -----------
BALANCES, December 31, 1994 1 562 056 1 545 169 16 887
Redemption of 2,191.852
limited partnership units (217 144) (217 144) -
Net income (loss) (336 790) (333 076) (3 714)
----------- ----------- -----------
BALANCES, December 31, 1995 1 008 122 994 949 13 173
Redemption of 1,793.763
partnership units (132 977) (132 977) -
Net loss (244 123) (240 890) (3 233)
----------- ----------- -----------
BALANCES, December 31, 1996 $ 631 022 $ 621 082 $ 9 940
=========== =========== ============
NET ASSET VALUE PER UNIT:
At December 31, 1993 $ 116.62
===========
At December 31, 1994 $ 122.84
===========
At December 31, 1995 $ 95.79
===========
At December 31, 1996 $ 72.28
===========
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,
------------------------------------------
1996 1995 1994
----------- ----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (244 123) $ (336 790) $ (127 948)
Adjustments to reconcile net
loss to net cash provided
by operating activities:
Decrease in commodity
futures trading
account cash 171 382 643 457 2 149 043
(Increase) decrease in
unrealized gain on
open commodity
futures contracts 175 313 (79 832) 83 308
Decrease (increase) on
long options - - 5 940
Decrease in interest
receivable 858 2 889 1 466
Increase (decrease) in
accrued management
and incentive fees (30 942) 15 202 2 292
Increase (decrease) in
brokerage commissions
payable (4 895) (1 273) (2 602)
Increase (decrease) in
short options (8 400) 8 400 (500)
Increase (decrease) in
accrued expenses (403) (3 202) 289
----------- ----------- ----------
Net cash provided by
operating activities 58 790 248 851 2 111 288
CASH FLOWS USED IN FINANCING
ACTIVITIES:
Partner redemptions (81 852) (232 145) (2 103 511)
----------- ----------- ----------
NET INCREASE (DECREASE) IN CASH (23 062) 16 706 7 777
CASH, beginning of year 26 072 9 366 1 589
----------- ----------- ----------
CASH, end of year $ 3 010 $ 26 072 $ 9 366
=========== =========== ==========
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)
Advisory Contracts
- ------------------
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 $16 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, 1996 and 1995, $1,158 and $1,754 was due
Rockwell.
F-8
OXFORD FUTURES FUND, LTD.
(A Colorado Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Concluded)
=============================
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, 1996.
Average High Low
----------- ----------- -----------
Net Asset Value $ 751,871 $ 989,992 $ 631,022
Rate of Return -2.05% 10.61% -21.24%
At December 31, 1996, the Partnership had no open contracts.
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.
F-9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,010
<SECURITIES> 696,283
<RECEIVABLES> 2,289
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 701,582
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 701,582
<CURRENT-LIABILITIES> 70,560
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 631,022
<TOTAL-LIABILITY-AND-EQUITY> 701,582
<SALES> 0
<TOTAL-REVENUES> (182,253)
<CGS> 0
<TOTAL-COSTS> (61,870)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (244,123)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (244,123)
<EPS-PRIMARY> (23.51)
<EPS-DILUTED> (23.51)
</TABLE>
