SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM 10-K
X
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED
JUNE30, 19
96
or
X
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE
TRANSITION
PERIOD FROM _________ to _________
Commission file number 2-73692
THE BALANCED OPPORTUNITY FUND LIMITED PARTNERSHIP
- ----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Illinois 36-3655854
- ----------------------------------------------------------------------(St
ate or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606
- ----------------------------------------------------------------------Add
ress of principal executive offices Zip Code
Registrant's telephone number, (312) 526-2000
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
50,000 Units of Limited Partnership Interest
Indicate by a 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 a 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
Amendmened Form 10-K. ___
The registrant is a limited partnership and, accordingly, has no
voting stock held by non-affiliates or otherwise.
As of August 31, 1996, there were 3,471.5645 Units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
- -----------------------------------
None
TOTAL PAGES IN THIS REPORT - 24
<PAGE>
PART I
ITEM 1. BUSINESS
The Balanced Opportunity Fund Limited Partnership (the "Fund"),
an Illinois limited partnership organized in July 1989, commenced
trading on March 23, 1990. The Fund conducts speculative trading
of commodity interests. The general partner of the Fund is Rodman
& Renshaw Futures Management, Inc. (the "General Partner"). The
commodity broker has been Rodman & Renshaw, Inc. ("Rodman"), but as
of August 30, 1996 such business was transferred to Rodman &
Renshaw Futures, Inc. ("Rodman Futures"). Rodman, Rodman Futures,
and the General Partner are wholly-owned subsidiaries of Rodman &
Renshaw Capital Group, Inc. The General Partner has retained
RXR,Inc. ("RXR") as the Trading Manager.
Approximately 80 percent of the Fund's assets at the
commencement of trading was invested in zero coupon United States
Government Treasury securities ("Stripped Notes") so as to yield
(i) $1,000 per unit, plus (ii) a five percent compound annual yield
approximately six and one-half years after the commencement of
trading (the "Guaranteed Yield Pool"). Due to the interest rate
sensitivity of the market value of the Stripped Notes, persons who
redeem prior to the end of the approximate six and one-half year
period noted above have no such assured return. As of
June30,1996 and 1995, the maturity value of the Stripped Notes
amounted to $5,162,000 and $6,059,000 respectively. The remainder
of the Fund assets was invested in an Illinois limited partnership,
Rodman Asset Allocation Management Limited Partnership, (the
"Trading Company"), in which the Fund is the sole limited partner
and possessor of substantially all of the beneficial interest.
The two tier structure of the Fund and the Trading Company
insulates the Guaranteed Yield Pool against any liability for
losses which might be incurred by the Trading Company.
The Fund will terminate on December 31, 2009.
The consolidated financial statements include the Fund and the
Trading Company (collectively, the "Partnership").
Since July, 1995, the Partnership's broker has utilized an
unrelated clearing broker for clearing activities related to its
commodity trading. Margin requirements are satisfied by cash on
deposit with such clearing broker in segregated interest bearing
accounts.
The Trading Company pays Rodman (and now Rodman Futures) an
annual brokerage fee which is equal to an annual rate of four
percent of the average month-end net assets as a whole, as defined,
during the year. Transaction fees and costs are accrued on a
round-turn basis.
The General Partner administers the business and affairs of the
Fund, other than the selection of commodity transactions. The
Trading Manager selects all commodities transactions and is not
affiliated with the General Partner within the meaning of the rules
promulgated by the Securities and Exchange Commission.
RXR serves as the Trading Manager of the Trading Company.
Compensation to RXR for this service consists of a monthly
consulting fee and a quarterly incentive fee as follows:
Consulting Fee - The Trading Company pays a consulting fee equal
to one percent of the month-end net assets annually (before
reduction for any brokerage commissions or other charges as of
such month-end) of the Fund as a whole.
Incentive Fee - The Trading Company pays an incentive fee to RXR
equal to 15 percent of any new trading profit (which includes
interest income) achieved by the Trading Company in each
calendar quarter. Such incentive fee is accrued in each month
in which "New Appreciation" occurs. In those months in which
"New Appreciation" is negative, previous accruals, if any,
during the incentive period are reduced. In those instances in
which a limited partner redeems an investment, the incentive fee
is to be paid to RXR through the calendar year quarter.
The Trading Company incurs ongoing legal, accounting and
administrative costs.
The Fund has no employees.
The Fund does not engage in operations in foreign countries.
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 (the "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 Partner, "commodity trading advisors", such as the Trading
Manager, and "commodity brokers" or "futures commission merchants",
such as Rodman (and now Rodman Futures), to be registered and to
comply with various reporting and record keeping requirements. The
General Partner, the Trading Manager and Rodman Futures 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 Partner's
registration as a commodity pool operator or the Trading Manager's
registration as a commodity trading advisor were terminated or
suspended, the General Partner and the Trading Manager,
respectively, would be unable to continue to manage the business of
the Fund. Should the General Partner's registration be suspended,
termination of the Fund might result. The Act also requires Rodman
(and now Rodman Futures), in its capacity as a commodity broker, to
be registered as a "futures commission merchant".
As members of the NFA, the General Partner, the Trading Manager
and Rodman Futures 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. The CFTC has adopted a rule
requiring all domestic commodity exchanges to submit speculative
positions 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.
ITEM 2. PROPERTIES
The Partnership does not own or lease any real property. The
General Partner uses its offices to perform administrative services
for the Fund at no cost to the Fund.
ITEM 3. LEGAL PROCEEDINGS
The General Partner is not aware of any legal proceedings to
which the Fund or the General Partner is a party or to which any of
their assets are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fiscal year ending
June30,1996 to a vote of the holders of units of limited
partnership interest ("Units") through the solicitation of proxies
or otherwise.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established public trading market for the Units, nor
will one develop. Units may be transferred or redeemed subject to
the conditions imposed by the Agreement of Limited Partnership. As
of June 30, 1996, a total of 3,503.5645 Units were outstanding held
by 277 Unit Holders, including 111.1143 Units of General
Partnership interest.
The General Partner has sole discretion in determining what
distributions, if any, the Partnership will make to its Unit
Holders. The General Partner has not made any distributions as of
the date hereof.
ITEM 6. SELECTED FINANCIAL DATA
On the following page is a summary of selected consolidated
financial data for the Partnership for the fiscal years ended
June30, 1996, 1995, and 1994.
<PAGE>
<TABLE>
THE BALANCED OPPORTUNITY FUND LIMITED PARTNERSHIP
SELECTED FINANCIAL DATA
<CAPTION>
June 30 June 30 June 30 June 30 June 30
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
REVENUES:
Trading profit (loss)
Realized $ (42,000) $ 576,000 $( 201,000) $1,124,000 $ 831,000
Unrealized (84,000) (387,000) 264,000 (11,000) 132,000
Foreign currency gain (loss) (15,000) (1,000) 1,000 3,000
----------- ----------- ----------- ----------- ----------
Total trading profit and
foreign currency gain (141,000) 189,000 62,000 1,114,000 966,000
----------- ----------- ----------- ----------- ----------
Guaranteed Yield Pool:
Accrued interest 568,000 467,000 543,000 540,000 576,000
Unrealized market value
gain (loss) (168,000) 50,000 (391,000) 467,000 716,000
----------- ----------- ---------- ----------- ----------
Total guaranteed yield
pool revenue 400,000 517,000 152,000 1,007,000 1,292,000
----------- ----------- ---------- ----------- ----------
Interest income 35,000 33,000 18,000 28,000 34,000
Illinois replace tax refund 6,000
----------- ----------- ---------- ------------ ----------
Total revenues 294,000 745,000 232,000 2,149,000 2,292,000
EXPENSES:
Commissions and fees 261,000 205,000 427,000 397,000 370,000
Consulting fees 61,000 66,000 82,000 104,000 92,000
Incentive fees 62,000 48,000
Administrative expenses 64,000 68,000 73,000 78,000 55,000
----------- ---------- --------- --------- ----------
Total expenses 368,000 339,000 582,000 641,000 565,000
----------- ---------- --------- --------- ----------
NET INCOME (LOSS) $ (92,000) $ 406,000 $ (350,000) $1,508,000 $1,727,000
=========== =========== =========== =========== ==========
TOTAL ASSETS $5,557,000 $6,772,000 $7,593,000 $8,959,000 $8,705,000
=========== =========== =========== =========== ==========
TOTAL LIABILITIES $ 78,000 $ 51,000 $ 33,000 $ 40,000 $ 18,000
----------- ----------- ----------- ----------- ----------
PARTNERS' CAPITAL:
Limited partners (3,392.4502,
4,106.4502, 4,985.7857,
5,628.7807, and 6,566.6518
units outstanding in 1996,
1995, 1994, 1993 and 1992
respectively) 5,305,000 6,544,000 7,395,000 8,746,000 8,542,000
General partner
(111.1143 units) 174,000 177,000 165,000 173,000 145,000
------------ ----------- ---------- ---------- ----------
TOTAL PARTNERS' CAPITAL 5,479,000 6,721,000 7,560,000 8,919,000 8,687,000
------------ ----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $5,557,000 $6,772,000 $7,593,000 $8,959,000 $8,705,000
=========== =========== =========== =========== ===========
NET ASSET VALUE PER UNIT $1,563.746 $1,593.492 $1,483.325 $1,533.906 $1,300.871
=========== =========== =========== =========== ===========
NET INCOME (LOSS) PER
LIMITED AND GENERAL
PARTNER UNIT $ (29.75) $ 110.17 $ (70.58) $ 254.04 $ 236.77
=========== ========== =========== =========== ===========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS CAPITAL RESOURCES
The purpose of the Fund is to trade commodity interests; as
such, the Fund does not have, nor does it expect to have, any
capital assets and has no material commitments for capital
expenditures. The Fund's use of assets is solely to provide
necessary margin, and to pay any losses incurred in connection with
its trading activity. The Net Asset Values are calculated and
equity reports are reviewed by the General Partner on a daily basis
to monitor the trading manager's activity to minimize the market
and credit risks of the Fund. The General Partner also monitors
the trading manager's compliance with investment objectives as set
forth in the prospectus.
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 a price 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 Fund from promptly liquidating
unfavorable positions and subject the Fund to substantial losses
that could exceed the margin initially committed to such trades.
In addition, even if commodity futures prices have not moved the
daily limit, the Fund 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 Fund's commodity interest trading operations, the
Fund's assets are highly liquid and are expected to remain so. The
counterparty for all exchange-traded contracts is ED&F Man
International, Inc. For over-the-counter contracts, the
counterparty is Barclays Bank.
Results of Operations
Trading operations posted a loss of $141,000 for the year ended
June 30, 1996 as compared to net income of $189,000 in 1995 and
$62,000 in 1994. The bullish momentum of the financial markets
contributed to Fund profits during the first half of the 1996
fiscal year. However, poor performance throughout the
international interest rate sector and the U.S. bond market in the
second half of the fiscal year resulted in trading losses which
erased the earlier gains. At June 30, 1996 there was no material
credit risk exposure exceeding 10% of total assets for either
exchange-traded or over-the-counter contracts.
Lower valuations in the U.S. bond market created an unrealized
loss in fiscal 1996 of $168,000 in the guaranteed yield pool. This
is compared to an unrealized gain of $50,000 in 1995 and a loss of
$391,000 in 1994.
The Fund permits Units to be redeemed on a quarterly basis.
During the fiscal years ended June 30, 1996, 1995 and 1994, a total
of 714, 879, and 643 Units were redeemed by limited partners for an
aggregate redemption value of $1,150,000, $1,245,000 and
$1,009,000, respectively.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is submitted as a separate
section of this report. (See Index on page number 13).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure during the quarter ended
June30, 1996.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Fund has no directors or executive officers. The Fund is
managed by the General Partner. There are no employees of the
Fund.
The Fund's General Partner is Rodman & Renshaw Futures
Management, Inc., a Delaware corporation. The General Partner is
a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc.
The address of the General Partner is 233 South Wacker Drive,
Suite4500, Chicago, Illinois 60606. The telephone number is
(312)526-2000.
The principals of the General Partner are as follows:
Paul M. Dillon, age 33, President of the General Partner since
August 17, 1995, Co-director of Rodman's futures commission
merchant since 1992 and its Managing Director since 1995 and its
Director of Management Reporting from 1989 to 1992; CPA with Ernst
& Young, a certified public accounting firm, from 1986 to 1989.
Gilbert R. Ott, Jr., age 53, Secretary of the General Partner
and General Counsel and Secretary of Rodman since July 1, 1996;
Senior Vice President, Associate General Counsel and Secretary of
Kidder, Peabody & Co. Incorporated from December, 1991 to
June,1996 and holder of other offices with that firm from 1978
to1991.
Martin G. Pembroke, age 38, Treasurer of the General Partner
since February 8, 1996 and Treasurer of Rodman since
September18,1995; Senior Vice President and Controller of Fuji
Securities Inc. from March, 1986 to September, 1995.
Charles W. Daggs, III, age 49, a Director of the General Partner
and President and Director of Rodman since April 11, 1994,
President of the General Partner from April 11, 1994 to
June7,1995; Senior Managing Director of Bear Stearns & Co.,
Incorporated, a financial services firm, from 1991 to 1994;
Chairman and Chief Executive Officer of Sutro & Co. Incorporated,
a financial services firm, from 1986 to 1990.
John T. Hague, age 41, Assistant Secretary of the General
Partner and Executive Vice President and Assistant Secretary of
Rodman since July 1, 1996, Treasurer of the General Partner from
June 28, 1994 to July 1, 1996, a Director of the General Partner
since June28,1994, Chief Financial Officer and Director of Rodman
from June 28, 1994 to August 22, 1996, Executive Vice President and
Director of Internal Audit of Rodman from April 11, 1994 to
June28, 1994; Senior Manager with Deloitte & Touche, a certified
public accounting firm, from 1990 to April, 1994; partner with
Spicer & Oppenheim, a certified public accounting firm, from 1988
to 1990.
Rodrigo Padilla, age 49, a Director of the General Partner and
Rodman since June 7, 1995; currently a director of Abaco Grupo
Financiero, C.A. de C. V., Abaco Casa de Bolsa, S.A. de C.V. which
is the majority stockholder of Rodman & Renshaw Capital
Group,Inc., and Confia S.A.; President and a member of the board
of directors of Industrias Delmex, S.A. de C.V.; a director of
Grupo Consercio Promesa, and business consultant to a variety of
industrial corporations.
ITEM 11. EXECUTIVE COMPENSATION
The Fund is managed by its General Partner. Neither the General
Partner nor its executives or employees receive direct compensation
from the Fund. There are no compensation plans or arrangements
relating to a change in control of either the Fund or the General
Partner.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of June 30, 1996, (a) there were 277 partners in The Balanced
Opportunity Fund Limited Partnership, of which one partner, Baptist
Medical System, with 250 units, was known to be the beneficial
owner of more than five percent of the units of limited partnership
interest, (b) the General Partner, Rodman & Renshaw Futures
Management, Inc., was the beneficial owner of approximately 3.171%
of the Fund, and (c) there were no arrangements, known to the Fund,
the operation of which may on a subsequent date result in a change
in control of the Fund.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Item 11.
The Fund pays the following compensation to the firms that
provide services to it:
The brokerage rate paid by the Fund is approximately $50 per
contract on a round-turn basis adjusted to equal 4% of the Net
Assets of the Fund annually. For the fiscal year ended
June30,1996, the Fund paid Rodman, an affiliated Futures
Commission Merchant of the General Partner, $261,000 in brokerage
commissions and fees. In July, 1995, the Fund began to utilize an
unrelated clearing broker for clearing activities related to its
commodity trading.
RXR, Inc. acts as the Fund's commodity trading manager. During
the fiscal year ended June 30, 1996, no incentive fees were paid.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements
See "Index to Financial Statements" on page F-1 hereof.
(2) Financial Statement Schedules
Schedule I - Marketable Securities - Other Investments
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been
omitted.
(3) Exhibits as required by Item 601 Regulation S-K
(3) Articles of Incorporation and By-Laws
3.1 Limited Partnership Agreement
(10) Material Contracts
10.1 Form of Brokerage Agreement between the
Partnership and Rodman & Renshaw, Inc.
10.2 Advisory Contract between the Partnership and
RXR, Inc.
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the quarter
ended June 30, 1996.
<PAGE>
<TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
THE BALANCED OPPORTUNITY FUND LIMITED PARTNERSHIP
By: /s/ MARTIN G. PEMBROKE
------------------
Martin G. Pembroke
Treasurer of Rodman & Renshaw Futures
Management, Inc., General Partner
Date: September 26, 1996
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
registrant and in the
capacities and on the dates indicated.
<CAPTION>
Signature Title
Date
- --------- ----- ----
<S> <C> <C>
/s
/
PAUL M. DILLON President and a Director of September 26, 1996
-------------- Rodman & Renshaw Futures
Paul M. Dillon Management, Inc., General Partner
/s/ MARTIN G. PEMBROKE Treasurer of Rodman & Renshaw September 26, 1996
------------------ Futures Management, Inc.,
Martin G. Pembroke General Partner
/s/ GILBERT R. OTT, JR. Secretary of Rodman & Renshaw September 26, 1996
------------------- Futures Management, Inc.,
Gilbert R. Ott, Jr. General Partner
/s/
CHARLES W. DAGGS, III Director of Rodman & Renshaw September 26, 1996
--------------------- Futures Management, Inc.,
Charles W. Daggs, III General Partner
</TABLE>
<PAGE>
THE BALANCED OPPORTUNITY FUND LIMITED PARTNERSHIP
Report on AMENDED FORM 10-K for the Fiscal Year ended June 30, 1996
FINANCIAL STATEMENTS AND SCHEDULE INDEX
Sequential Page
Independent Auditors' Reports............................ 14
Statements of Financial Condition as of
June 30, 1996 and 1995 .................................. 16
Statements of Operations for the Years ended
June 30, 1996, 1995, and 1994............................ 17
Statements of Changes in Partners' Capital
for the
years ended June 30, 1996, 1995, and 1994........ 18
Notes to Financial Statements............................ 19
<PAGE>
Independent Auditor's Report
The Partners of The Balanced Opportunity
Fund Limited Partnership
We have audited the accompanying consolidated statements of
financial condition of The Balanced Opportunity Fund Limited
Partnership (the "Partnership") as of June 30, 1996 and 1995, and
the related consolidated statements of operations and changes in
partners' capital for the years then ended. These financial
statements are the responsibility of the Partnership's General
Partner. Our responsibility is to express an opinion on these
financial statements based on our audits. The consolidated
statements of operations and changes in partners' capital of the
Partnership for the year ended June 30, 1994 were audited by other
auditors whose report dated September 6, 1994, expressed an
unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the 1996 and 1995 consolidated financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of The Balanced Opportunity Fund
Limited Partnership as of June 30, 1996 and 1995, and the results
of its operations for the years then ended in conformity with
generally accepted accounting principles.
/s/COOPERS & LYBRAND LLP
---------------------
Coopers & Lybrand LLP
Chicago, Illinois
September 26, 1996
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners of The Balanced Opportunity Fund
Limited Partnership:
We have audited the accompanying consolidated statements of
operations and changes in partners' capital of The Balanced
Opportunity Fund Limited Partnership (the "Partnership") for the
fiscal year in the period ended June 30, 1994. These financial
statements are the responsibility of the Partnership's General
Partner. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the results of operations of the
Partnership for the fiscal year in the period ended June 30, 1994,
in conformity with generally accepted accounting principles.
/s/DELOITTE & TOUCHE LLP
---------------------
Deloitte & Touche LLP
Chicago, Illinois
September 6, 1994
<PAGE>
<TABLE>
The Balanced Opportunity Fund
Limited Partnership
Consolidated Statements of Financial Condition
June 30, 1996 and 1995
<CAPTION>
1996 1995
<S> <C> <C>
ASSETS
Equity in commodity futures trading accounts:
Cash $ 568,000 $1,147,000
Net unrealized gain on open contracts 84,000
---------- ----------
Total equity in commodity futures trading accounts 568,000 1,231,000
---------- ----------
Guaranteed yield pool - at market 4,987,000 5,527,000
Interest receivable 3,000
Illinois replacement tax receivable 1,000 6,000
Other receivables 1,000 5,000
---------- -----------
Total assets $5,557,000 $6,772,000
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued administrative expenses $ 40,000 $ 15,000
Accrued commissions and fees 38,000 36,000
---------- ----------
Total liabilities 78,000 51,000
---------- ----------
Partners' capital:
Limited partners (units outstanding:
1996 - 3,392.4502; 1995 - 4,106.4502) 5,305,000 6,544,000
General partner (units outstanding: 111.1143) 174,000 177,000
---------- ----------
Total partners' capital 5,479,000 6,721,000
========== ==========
Total liabilities and partners' capital $5,557,000 $6,772,000
========== ==========
Net asset value per unit $1,563.746 $1,593.492
========== ==========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
The Bal
anced Opportunity Fund
Limited Partnership
Consolidated Statements of Operations
for the years ended June 30, 1996, 1995 and 1994
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Revenues:
Trading profit (loss):
Realized $ (42,000) $ 576,000 $(201,000)
Unrealized (99,000) (387,000) 263,000
---------- ---------- ----------
Total trading profits
and foreign currency
gain (loss) (141,000) 189,000 62,000
---------- ---------- ----------
Guaranteed yield pool:
Accrued interest 568,000 467,000 543,000
Unrealized market value
gain (loss) (168,000) 50,000 (391,000)
---------- ---------- ----------
Total guaranteed yield
pool revenue 400,000 517,000 152,000
---------- ---------- ----------
Interest income 35,000 33,000 18,000
Illinois replacement tax refund 6,000
---------- ---------- ---------
Total revenues 294,000 745,000 232,000
---------- ---------- ---------
Expenses:
Brokerage commissions & fees 261,000 205,000 427,000
Consulting fees 61,000 66,000 82,000
Administrative expenses 64,000 68,000 73,000
---------- ---------- ---------
Total expenses 386,000 339,000 582,000
---------- ---------- ---------
Net income (loss) $ (92,000) $ 406,000 $(350,000)
========== ========== ==========
Net income (loss) allocated to:
General partner $ (3,000) $ 12,000 $ (8,000)
========== ========== ==========
Limited partners $ (89,000) $ 394,000 $(342,000)
========== ========== ==========
Net income (loss) per limited
partnership unit outstanding
for entire period $ (29.75) $ 110.17 $ (70.58)
========== =========== ==========
The a
ccompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
The Balanced Opportunity Fund
Limited Partnership
Consolidated Statements of Changes in Partners' Capital
for the years ended June 30, 1996, 1995 and 1994
<CAPTION>
Total
Units of
Partnership Limited General
Interest Partners Partner Total
<S> <C> <C> <C> <C>
Partners' capital, June 30, 1993 5,739.8950 $ 8,746,000 $173,000 $ 8,919,000
Redemptions (642.9950) (1,009,000) (1,009,000)
Net loss (342,000) (8,000) (350,000)
----------- ------------ --------- ------------
Partners' capital, June 30, 1994 5,096.9000 7,395,000 165,000 7,560,000
Redemptions (879.3355) (1,245,000) (1,245,000)
Net income 394,000 12,000 406,000
----------- ----------- -------- -----------
Partners' capital, June 30, 1995 4,217.5645 6,544,000 177,000 6,721,000
Redemptions (714.0000) (1,150.000) (1,150.000)
Net loss (89,000) (3,000) (92,000)
----------- ----------- --------- ------------
Partners' capital, June 30, 1996 3,503.5645 $5,305,000 $174,000 $ 5,479,000
50,000 Units of Limited Partnership Interest were available during the initial offering
period. The Fund is closed and not presently selling additional units.
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
The Balanced Opportunity Fund
Limited Partnership
Notes to Consolidated Financial Statements
1. Organization and Significant Accounting Policies
Organization
The Balanced Opportunity Fund Limited Partnership (the
"Fund"), an Illinois limited partnership organized in July,
1989, commenced trading on March 23, 1990. All of the Fund's
trading will take place through Rodman Asset Allocation
Management Limited Partnership (the "Trading Company"), an
Illinois limited partnership, of which the Fund will be the
sole limited partner. The Fund controls all of the Trading
Company's activities through its investment therein. The
general partner for the Fund is Rodman & Renshaw Futures
Management, Inc. (the "General Partner"). The commodity
broker and selling agent is Rodman & Renshaw, Inc.
("Rodman").
Both Rodman and the General Partner are wholly owned
subsidiaries of Rodman & Renshaw Capital Group, Inc. The
General Partner has retained RXR, Inc. ("RXR") as the trading
manager.
Approximately 80 percent of the Fund's assets at the
commencement of trading was invested in zero coupon United
States Government Treasury Securities ("Stripped Notes") so as
to yield (i) $1,000 per unit, plus (ii) a five percent
compound annual yield approximately six and one-half years
after the commencement of trading (the "Guaranteed Yield
Pool"). Due to the interest rate sensitivity of the market
value of the Stripped Notes, persons who redeem prior to the
dissolution date have no such assured return. As of June 30,
1996 and 1995, the maturity value of the Stripped Notes
amounted to $5,162,000 and $6,059,000, respectively. The
remainder of the Fund assets were invested in the "Trading
Company" in which the Fund is the sole limited partner and
possessor of substantially all the beneficial interest.
The two-tier structure of the Fund and the Trading company
insulates the Guaranteed Yield Pool against any liability for
losses which might be incurred by the Trading Company.
Consequently, the Fund controls all of the substantive
activities of the Trading Company and, as such, has
consolidated its results for financial reporting purposes.
The consolidated financial statements include the Trading
Company and the Guaranteed Yield Pool (collectively, the
"Fund").
The Fund has elected not to provide statements of cash flows
as permitted by Statement of Financial Accounting Standards
No. 102, "Statements of Cash Flows - Exemption of Certain
Enterprises and Classification of Cash Flows from Certain
Securities Acquired for Resale."
The Fund will terminate on December 31, 2009.
Revenue Recognition
Futures contracts are recorded on trade date and are reflected
in the accompanying statements of financial condition at the
difference between the original contract amount and the market
value on the last business day of the reporting period. The
difference between the original contract amount (or the market
value as of the last reporting date) and the current value is
reflected as the change in net unrealized gain on open
contracts. Market value of futures contracts are based upon
exchange settlement prices.
Translation Gains and Losses
The Partnership trades in foreign denominated contracts. The
assets and liabilities related to these activities are
translated at the end-of-period exchange rates with the
associated profits and losses translated at monthly average
exchange rates. The resulting translation gains and losses
are immaterial and are recorded in unrealized trading profit
(loss).
Transaction Fees and Costs
Transaction fees and costs are accrued at approximately $50
per contract on a round-turn basis adjusted to equal 4% of the
annual net assets of the Partnership.
Allocation of Profits and Losses
All the profits and losses, income and expenses relating to
the operation of the Fund and the Trading Company are
allocated to each limited partner and the General Partner
based on the monthly increase and decrease in their respective
net asset value per unit, as defined.
Redemptions
Investors are entitled to redeem their units (including
fractional units in $100 increments) as of any calendar
quarter-end upon ten days' written notice to the General
Partner. No redemption charges are assessed.
Distributions
The General Partner does not presently intend to make any
distributions to limited partners although it may, if doing so
would not reduce the Partnership's asset base to a level which
would impair the Partnership's objective. Accordingly, the
limited partners may incur current income tax liabilities in
excess of any distributions received from the Partnership.
Income Taxes
No provision for Federal income taxes has been made in the
accompanying financial statements, as the partners are
individually responsible for reporting income or loss based
upon their respective shares of the Partnership's income and
expenses for income tax purposes. At June30,1996, the
Partnership has available state net operating loss
carryforwards available to offset futures state taxable income
of $36,212.
Management Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets, liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
Right of Setoff of Certain Amounts
Pursuant to the Trading Company's agreement with its futures
clearing broker, all balances placed on deposit with such
broker, whether used for trading purposes or not, are
available to be used for margin purposes on any exchange and
for any contract in which the Trading Company trades. The
Trading Company conducts all of its exchange-traded activity
through a single account with its futures clearing broker.
The Trading Company has similar agreements with a financial
institution for its over-the-counter contracts. As a result,
the financial statements only present the net asset or
liability relating to such trading activities.
2. Related Party Transactions
The Partnership pays Rodman .333 of 1% (a 4% annual rate) of
the Partnership's month-end assets for brokerage and other
services. Furthermore, the Partnership pays all execution and
exchange fees. For the periods ended June 30, 1996, 1995 and
1994 brokerage commission and fee expenses totaled $261,000,
$205,000 and $427,000, respectively. At June 30, 1996 and
1995, brokerage commissions payable to Rodman totaled $38,000
and $36,000, respectively.
3. Trading Manager
RXR serves as the trading manager for the assets of the
Trading Company. Compensation to RXR for their services
is as follows:
Consulting Fee
The Trading Company pays a consulting fee at a one percent
annual rate based upon the average month-end net assets of
the Partnership before reduction for any brokerage
commissions or other charges as of such month-end.
Incentive Fee
The Trading Company pays an incentive fee to RXR equal to 15
percent of any new trading profit (which includes interest
income) achieved by the Trading Company in each calendar
quarter. Such incentive fee is accrued in each month in
which "New Appreciation" occurs. In those months in which
"New Appreciation" is negative, previous accruals, if any,
during the incentive period will be reduced. In those
instances in which a limited partner redeems an investment,
the incentive fee is to be paid to RXR through the calendar
year quarter.
4. Fair Value of Financial Instruments
During its 1996 fiscal year, the Partnership adopted SFAS No.
107 entitled "Disclosure about Fair Value of Financial
Instruments". The Partnership believes that the carrying
value of its financial instruments is a reasonable estimate of
the fair value. Equity in commodity futures trading accounts
and the guaranteed yield pool are recorded at market using
market quotations from the Partnership's futures broker. The
fair value of all other financial instruments reflected in the
statement of financial condition (primarily other receivables
and accrued expenses) approximate the recorded value due to
their short-term nature.
5. Net Income (Loss) per Partnership Unit
The net income (loss) per limited partnership unit outstanding
for the entire period is the difference between the net asset
value per unit at the beginning and end of the period.
6. Financial Instruments with Off-Balance Sheet Risk
The Partnership is engaged in trading various financial
instruments with off-balance sheet risk. These financial
instruments include positions in financial futures contracts
and options thereon and foreign currency futures contracts and
options thereon. These instruments involve, in varying
degrees, elements of credit and market risk in excess of the
amount recognized in the statements of financial condition.
Risks arise from the possible inability of futures commission
merchants and/or commodity futures exchanges to meet the terms
of their obligations and from movements in interest rates and
foreign currency values.
During its 1996 fiscal year, the Partnership's broker, Rodman,
utilized an unrelated clearing broker for all execution and
clearing activities related to the Partnership's commodity
trading. Margin requirements are satisfied by cash on deposit
with such clearing broker in segregated interest bearing
accounts. At June 30, 1996, all of the equity in commodity
futures trading accounts reflected on the statements of
financial condition are due principally from this unrelated
clearing broker, who is a member of nationally recognized
futures exchanges. In the event that the clearing broker
becomes insolvent, recovery of segregated funds may be limited
to a pro rata share of all customer segregated funds
available. In such an instance, the Partnership could incur
losses to the extent that the recovered amount is less than
the total cash and other property deposited with the clearing
broker.
The Partnership conducts its trading with its futures
commission merchant on commodity futures exchanges that are
located in Chicago, New York, London, Paris, Singapore, Sydney
and other major financial markets. The General Partner
monitors the credit standing of its futures commission
merchant with whom it conducts business.
Unlike trades executed on regulated exchanges which guarantee
financial performance, over-the-counter contracts are subject
to higher levels of performance and credit risk directly
related to the ability of the individual counterparty to meet
its contractual obligations. At June 30, 1996 and 1995, the
gain on unrealized exchange-traded contracts was $7,327 and
$82,797 respectively. At June 30, 1996, the loss on
unrealized over-the-counter contracts was $7,211 and at June
30, 1995, the gain on unrealized over-the-counter contracts
was $1,196. The maturity dates for the unrealized
exchange-traded contracts at June 30, 1996 ranged from July,
1996
through December, 1996. For the unrealized over-the-counter
contracts at June 30, 1996, the maturity date was September,
1996.
<TABLE>
At June 30, 1996 and 1995, open contracts were:
<CAPTION>
Contract or Notional Amount
---------------------------
1996 1995
<S> <C> <C>
Exchange-traded financial futures contracts:
Commitments to purchase 32,118,395 33,549,027
Commitments to sell 17,915,168 7,511,606
Over-the-counter forward contracts:
Commitments to purchase 1,972,226 0
Commitments to sell 1,975,244 368,111
Exchange-traded financial futures contracts:
Options to purchase 0 0
Options to sell 1,015,200 0
</TABLE>
The contractual amount of these instruments reflect the extent
of the Partnership's involvement in the related financial
instruments and does not represent the risk of loss due to
counterparty non-performance. The Partnership attempts to
mitigate the risk of futures trading activities through the
use of daily monitoring procedures. The settlement of these
transactions is not expected to have a material adverse effect
on the statement of financial condition and dependent on
market movements, the amounts relating to settlement of the
contracts will be reflected in the consolidated statements of
operations in the period in which such market activity
occurs.
As of June 30, 1996, $230,964 was held in segregation for the
Fund in accordance with Commodities Futures Trading
Commissions regulations.
7. Trading Activities
The results of the trading activities, net of brokerage
commission, are summarized by those categories of financial
instruments in the following table. Net trading income is
included separately in the income statement.
1996
Futures contracts $(327,000)
Option contracts (25,000)
Forward contracts (50,000)
----------
$(402,000)
==========
For derivatives held for trading purposes (which constitute
all derivatives held by the Partnership), the market value at
June 30, 1996 and the average market value (calculated on a
monthly basis) for the year then ended are as follows:
<TABLE>
<CAPTION>
Monthly
June 30, Average
1996 for 1996
<S> <C> <C>
Derivative assets (futures contracts) $ 27,000 $ 72,000
Derivative liabilities (option contracts) (20,000) (3,000)
Derivative liabilities (forward contracts) (6,000) (21,000)
</TABLE>
To the best of the knowledge and belief of the undersigned, the
informa
tion contained in this report is accurate and complete.
/s/ MARTIN G. PEMBROKE
- ----------------------
Martin G. Pembroke
Treasurer
Rodman & Renshaw Futures Management, Inc., the General Partner
<PAGE>
EXHIBIT INDEX
Exhibit 27 Article 5 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 568,000
<SECURITIES> 0
<RECEIVABLES> 2,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,557,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,557,000
<CURRENT-LIABILITIES> 78,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,479,000 <F1>
<TOTAL-LIABILITY-AND-EQUITY> 5,557,000
<SALES> 0
<TOTAL-REVENUES> 294,000
<CGS> 0
<TOTAL-COSTS> 386,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (92,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (92,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (92,000)
<EPS-PRIMARY> (29.75)
<EPS-DILUTED> 0
<FN>
<F1>
This figure represents $5,305,000 of Limited Partners' Capital and
$174,000 of General Partner's Capital.
</FN>
</TABLE>
