FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997.
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 033-37802
CERES FUND, L.P.
_____________________________________
(State of incorporation) - Tennessee
(I.R.S. Employer Identification No.) - 62-1444129
889 Ridge Lake Blvd., Memphis, Tennessee 38120
(901)543-8076
_________________________________________
(Registrant's telephone number, including area code)
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 ( )
<PAGE>
CERES FUND, L.P.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim consolidated financial statements are
unaudited, but include all adjustments which management considers
necessary for the fair presentation of results at June 30, 1997.
Moreover, these financial statements do not purport to contain
complete disclosures in conformity with generally accepted
accounting principles and should be read in conjunction with the
Registrant's audited consolidated financial statements at and for
the period ended December 31, 1996.
The results reflected for the six month period ended June 30,
1997 and the period ended December 31, 1996, are not necessarily
indicative of the results for the entire fiscal year which will
end December 31, 1997.
<PAGE>
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statement of Financial Condition
June 30, 1997
<TABLE>
<CAPTION>
Assets Assets
June 30, 1997 December 31, 1996
<S> <C> <C>
Cash $ 151,001 $ 108,554
U. S. Treasury obligations at
cost plus accrued interest 6,062,520 3,077,250
Equity in
commodity trading account:
Cash 652,529 1,514,594
Unrealized gain <loss> of
open futures contracts <604,068> 186,032
Market Value of open option
contracts <482,050> -0-
Other assets 3,551 8,657
__________ __________
$ 5,783,483 $ 4,895,087
============ ===========
Liabilities and Partners' Capital
Liabilities:
Accrued management fees $ 18,052 $ 10,033
Accrued incentive fees -0- 32,849
Other accrued expenses 63,471 36,006
Amounts received for
future subscriptions 7,100 6,538
Redemptions payable 72,731 32,572
__________ _________
161,354 117,998
__________ _________
Partners' capital:
General partners 324,381 374,741
Limited partners 5,297,748 4,402,348
__________ _________
Total partners' capital 5,622,129 4,777,089
__________ _________
$ 5,783,483 $ 4,895,087
============ ===========
</TABLE>
See accompanying notes to financial statements.
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statement of Income
For the period from January 1, 1997
through June 30, 1997
<TABLE>
<CAPTION>
<S> <C>
Income
Net gains <losses> on trading of commodity
futures and option contracts:
Realized gain <losses> on closed positions $ 352,471
Change in unrealized gain <losses> on
open positions < 782,424>
Interest 136,624
__________
Income <Loss> From Operations $< 293,329>
__________
Expenses
Brokerage commissions, exchange, clearing fees
and NFA charges 536,440
Management fee allocations 104,363
Professional and administrative expenses 52,403
_________
693,206
_________
Net Income <Loss> $<986,535>
=========
Aggregate Income <Loss> Allocated to General Partners $< 50,360>
Aggregate Income <Loss> Allocated to Limited Partners $< 936,175>
Net Income <Loss> per Limited Partnership Unit
(Average) $<39.28>(a)
</TABLE>
(a) Aggregate Income <Loss> Allocated to Limited Partners of
$<936,175> divided by Average Units Outstanding between December
31, 1996 and June 30, 1997 (23,830.6668 Units).
See accompanying notes to financial statements.
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statement of Income
For the period from January 1, 1996
through June 30, 1996
<TABLE>
<CAPTION>
<S> <C>
Income
Net gains <loss> on trading of commodity
futures and option contracts:
Realized gain <loss> on closed positions $2,294,187
Change in unrealized gain <loss>
on open positions 1,970
Interest 79,548
_________
Income <Loss> From Operations $2,375,705
_________
Expenses
Brokerage commissions, exchange, clearing fees
and NFA charges 251,388
Management fee allocations 66,264
Incentive fee allocations 277,618
Professional and administrative expenses 35,544
________
630,814
________
Net Income <Loss> $1,744,891
==========
Aggregate Income <Loss> Allocated to General Partners $ 142,712
Aggregate Income <Loss> Allocated to Limited Partners $1,602,179
Net Income <Loss> per Limited Partnership Unit $ 83.66 (a)
(Average)
</TABLE>
(a) Aggregate Income <Loss> Allocated to Limited Partners of
$1,602,179 divided by Average Units Outstanding between December
31, 1995 and June 30, 1996 (19,151.0823 Units).
See accompanying notes to financial statements.
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statement of Income
For the period from April 1, 1997
through June 30, 1997
<TABLE>
<CAPTION>
<S> <C>
Income:
Net gains <loss> on trading of commodity
futures and option contracts:
Realized gain <loss> on closed positions $<431,221>
Change in unrealized gain <loss> on
open positions < 94,506>
Interest 77,126
__________
Income <Loss> From Operations $<448,601>
__________
Expenses:
Brokerage commissions, exchange, clearing fees
and NFA charges 339,022
Management fee allocations 57,445
Incentive fee allocations -0-
Professional and administrative expenses 27,026
_________
423,493
_________
Net Income <Loss> $<872,094>
=========
Aggregate Income <Loss> Allocated to General Partners $< 46,004>
Aggregate Income <Loss> Allocated to Limited Partners $<826,090>
Net Income <Loss> per Limited Partnership Unit
(Average) $<30.72>(a)
</TABLE>
(a) Aggregate Income <Loss> Allocated to Limited Partners of
$<826,090> divided by Average Units Outstanding between March 31,
1997 and June 30, 1997 (26,891.0692 Units).
See accompanying notes to financial statements.<PAGE>
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statement of Income
For the period from April 1, 1996
through June 30, 1996
<TABLE>
<CAPTION>
<S> <C>
Income
Net gains <loss> on trading of commodity
futures and option contracts:
Realized gain <loss> on closed positions $1,859,287
Change in unrealized gain <loss> on
open positions 92,681
Interest 46,918
__________
Income <Loss> From Operations $1,998,886
__________
Expenses
Brokerage commissions, exchange, clearing fees
and NFA charges 160,852
Management fee allocations 39,630
Incentive fee allocations 243,321
Professional and administrative expenses 21,329
__________
$ 465,132
__________
Net Income <Loss> $1,533,754
==========
Aggregate Income <Loss> Allocated to General Partners $ 125,924
Aggregate Income <Loss> Allocated to Limited Partners $1,407,830
Net Income <Loss> per Limited Partnership Unit
(Average) $ 77.68(a)
</TABLE>
(a) Aggregate Income <Loss> Allocated to Limited Partners of
$1,407,830 divided by Average Units Outstanding between March 31,
1996 and June 30, 1996 (18,122.6574 Units).
See accompanying notes to financial statements.
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statement of Cash Flows
<TABLE>
<CAPTION>
YEAR TO DATE
Six Months Ended June 30, 1996
<S> <C>
Cash flows from operating activities:
Net Income <Loss> $ 1,744,891
Adjustments to reconcile net income
<loss> to net cash provided by
operating activities:
Net unrealized gain <loss> on open contracts 1,970
(Increase) decrease in operating assets:
U. S. Treasury obligation (100,024)
Investments in commodities fund (1,255,067)
Unrealized gain <loss> on open futures and
options contracts 19,571
Market Value of open option contracts 104,340
Other Assets (4,050)
Increase (decrease) in operating liabilities:
Accrued management fees 3,751
Accrued incentive fees 145,361
Other accrued expenses 7,299
Amounts received for future subscriptions --
Redemptions payable (15,443)
Total Adjustments (1,092,292)
Net Cash from <used in> operating activities 652,599
Cash Flows from <used in> Financing Activities:
Net proceeds from sale of limited partnership units --
Redemption of limited partnership units (343,420)
Distribution to limited partners (288,507)
Contributions received from general partners --
Net increase <decrease> in cash 20,672
Cash at the beginning of the year 15,538
Cash at the end of the quarter 36,210
</TABLE>
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statement of Cash Flows
<TABLE>
<CAPTION>
YEAR TO DATE
Six Months Ended June 30, 1997
<S> <C>
Cash flows from operating activities:
Net Income <Loss> $< 986,535>
Adjustments to reconcile net Income <Loss>
to net cash provided by operating activities:
Net unrealized gain <loss> on open contracts < 782,424>
(Increase) decrease in operating assets:
U. S. Treasury obligation <2,985,270>
Investments in commodities fund 862,065
Unrealized gain <loss> on open futures and
options contracts 1,572,524
Market Value of open option contracts 482,050
Other Assets 5,106
Increase (decrease) in operating liabilities:
Accrued management fees 8,019
Accrued incentive fees < 32,849>
Other accrued expenses 27,465
Amounts received for future subscriptions 562
Redemptions payable 40,159
Total Adjustments < 802,593>
Net Cash from <used in> in operating activities <1,789,128>
Cash Flows from <used in> Financing Activities:
Net proceeds from sale of limited partnership units 2,278,063
Redemption of limited partnership units < 202,260>
Distribution to limited partners < 244,228>
Contributions received from general partners --
Net increase <decrease> in cash 42,447
Cash at the beginning of the year 108,554
Cash at the end of the quarter 151,001
</TABLE>
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Notes to Financial Statements
June 30,1997
(1) Summary of Significant Accounting Policies
Organization
Ceres Fund, L.P. (the Partnership) is a Tennessee limited
partnership organized on September 19, 1990 to engage in the
speculative trading of commodities futures contracts and other
commodity interests. Randell Commodity Corporation ("Randell")
and RanDelta Capital Partners, L.P. ("RanDelta") are the general
partners. Randell serves as the managing general partner and
RanDelta serves as the financial general partner. Randell will
act as commodity trading advisor with respect to the Partnership.
The Partnership solicited subscriptions for a maximum of 100,000
units of limited partnership interest at $105 per unit. ($100
net of commission.) During the initial offering period
13,471.6805 units were sold and the Partnership commenced trading
commodity futures contracts on December 1, 1991. The Partnership
continues to sell units as of the end of each month at the then
average net asset value per unit plus a selling commission of 4%
in accordance with the terms of the Limited Partnership
Agreement, and can continue selling units until the maximum
number of units offered have been sold. At June 30, 1997, a
total of 54,912.4320 units have been sold, 1,861.9400 units have
been distributed in lieu of a cash distribution, and 27,051.6754
units have been redeemed, leaving an outstanding balance at June
30, 1997, of 29,722.6966 units.
The general partners agreed to make a capital contribution of the
lesser of $100,000 or 3% of total partnership capitalization and
made an initial capital contribution of $45,000 and has made
additional capital contributions during the period of $55,000 to
meet its investment commitment in the Partnership. In no event
will the general partners' interest in the Partnership be less
than 1% of total partnership capitalization.
Income and expenses of the Partnership (excluding the Management
Allocation and Incentive Allocation) will be allocated pro rata
among the partners based on their respective capital accounts as
of the beginning of the month in which the items of income and
expense accrue, except that limited partners have no liability
for partnership obligations in excess of his or her capital
account, including earnings. The Management Allocation and
Incentive Allocation are allocated to the Limited Partners only
in accordance with the terms of the Limited Partnership
Agreement.
The Partnership is not liable for any organizational and offering
expenses in connection with the issuance and distribution of the
units. Refco, Inc., the Partnership's commodity broker, paid the
organizational expenses of the Partnership and the expenses of
offering the units to the public. The Partnership will not
reimburse Refco, Inc. for any portion of the costs so incurred
and will not be liable for any such costs at any time.
Units may not be redeemed during the first six months after they
are purchased. Thereafter, limited partners may redeem their
units at the redemption net asset value per unit as of the end of
any calendar quarter upon ten days written notice to the managing
general partner. The redemption charge will be based on the
redemption net asset value on all units redeemed as more fully
described in the offering prospectus.
Under the terms of the partnership agreement, the Partnership
will terminate on the earlier of December 31, 2020, or the
occurrence of certain events as more fully described in the
Limited Partnership Agreement.
Valuation of Futures Contracts
Open commodity futures contracts are valued at market daily and
unrealized gains and losses are reflected in income.
Income Taxes
No provision for income taxes has been made in the accompanying
financial statements since, as a partnership, income and losses
for tax purposes are allocated to the partners for inclusion in
their respective tax returns.
(2) Management Agreement
The Partnership has entered into a Management Agreement in
consideration of and as compensation for the services to be
rendered by the General Partners and trading advisors. The
Partnership will pay to the general partners a monthly Management
Allocation equal to 1/3 of 1% (4% per annum) of the adjusted net
asset value of units at month end, plus a quarterly Incentive
Allocation of 15% of any net new appreciation in the adjusted net
asset value of units for the quarter. During the six months
ended June 30, 1997, management fees totalled $104,363 and
incentive fees totalled $0.
(3) Customer Agreement with Refco, Inc.
The Partnership entered into a customer agreement with Refco,
Inc. (Refco), pursuant to which the Partnership deposits its
assets in a commodity trading account with Refco who executes
trades on behalf of the Partnership. The Partnership agrees to
pay such brokerage and commission charges and fees as Refco may
establish and charge from time to time. During 1996, Refco
charged the Partnership commissions on commodity trades at the
rate of $32.50 per round-turn. Total commissions charged to the
Partnership by Refco during this six month period were $507,830.
The Partnership earns interest on 80% of the average daily equity
maintained as cash in the Partnership's trading account at a rate
equal to the average yield on 13-week United States Treasury
Bills. Total interest earned by the Partnership from this source
during this six month period amounted to $136,624.
(4) Related Parties
The sole shareholder of the parent of the managing General
Partner is an active partner in the law firm which is the counsel
to the Partnership, the General Partners, the Memphis branch of
Refco and the Partnership's commodity broker.
(5) Distribution to Limited Partners.
On January 16, 1997, the General Partner declared a distribution
to the limited partners equal to the difference between the
December 31, 1996, net asset value per unit and $210 per unit.
This distribution, totaling $244,228 in cash and 1,861.94 in
units, resulted in each unit holder having a net asset value of
$210 per unit on January 1, 1997.
On January 15, 1996, the General Partner declared a distribution
to the limited partners equal to the difference between the
December 31, 1995, net asset value per unit and $125 per unit.
This distribution, totaling $288,507 resulted in each unit holder
having a net asset value of $125 per unit on January 1, 1996.
<PAGE>
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
for the Quarter Ended June 30, 1997.
RESULTS OF OPERATIONS
Six Months Ending June 30, 1997.
Trading in April 1997 resulted in a decrease in net asset
value of approximately 1.0% resulting in net losses (including
fees and expenses) of $59,195 principally in grains.
Trading in May 1997 resulted in an increase in net asset
value of approximately 3.8% resulting in net gains (including
fees and expenses) of $237,907, principally in grains.
Trading in June 1997 resulted in a decrease in net asset
value of approximately 15.6% resulting in net losses (including
fees and expenses) of $1,050,806 principally in grains.
CAPITAL RESOURCES
The Partnership does not intend to raise any additional
capital through borrowing, but will continue to sell Units at the
average net asset value of Units as of the end of each calendar
month. Due to the nature of the Partnership's business, it will
make no significant capital expenditures, and substantially all
its assets are and will be represented by cash, United States
Treasury bills, securities purchased under agreement to resell
and commodity futures investments. Inflation is not a
significant factor in the Partnership's profitability.<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
A. The registration statement became effective on March 9, 1991
at which time the Partnership began offering the securities
for sale. The offering was extended for 60 days and sales
of 13,471.6805 Units for $1,413,296.45 were consummated by
November 30, 1991 at which time the initial offering period
ended and the continuous offering period commenced. The
Partnership commenced operations December 1, 1991. The
Partnership continues to offer Units for sale. During the
period of January 1, 1997 through June 30, 1997, 10,969.9943
additional Units were sold and 1,861.9400 Units were issued
in lieu of a cash distribution, and 1,047.8746 Units were
redeemed.
B. The Units were offered by the Partnership through members of
the National Association of Securities Dealers, Inc. on a
best efforts basis.
C. These securities were registered under the Securities Act of
1933.
D. (1) Units of Limited Partnership interest outstanding at
April 30, 1997 - 27,763.8911.
(2) Units of Limited Partnership interest outstanding at
May 31, 1997 - 29,145.5299.
(3) Units of Limited Partnership interest outstanding at
June 30, 1997 - 29,722.6966.
E. Issuance of Limited Partnership Units for cash in the
following amounts and on the following dates:
<TABLE>
<CAPTION>
Dates Units Amount
<S> <C> <C>
April 1, 1997 3,704.4494 761,434
May 1, 1997 1,381.6388 281,166
June 1, 1997 988.1934 208,654
</TABLE>
F. Redemption of Limited Partnership Units for cash in the
following amounts and on the following dates:
<TABLE>
<CAPTION>
Dates Units Amount
<S> <C> <C>
June 30, 1997 411.0267 $ 72,731
</TABLE>
G. On May 9, 1994, transactions were consulated pursuant to
which Delta International, Inc. terminated its services as
trading advisor to the Fund and withdrew as the co-general
partner of RanDelta Capital Partners, L.P., the financial
general partner to the Fund effective March 31, 1994.
These transactions were affected without any cost or
expense to the Fund.
Item 6. Exhibits and Reports on Form 8-K.
Exhibits:
Exhibit 27 - Financial Data Schedule (EDGAR Filing
Only)
Reports on Form 8-K:
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf of the undersigned thereunto duly authorized.
Date: August 11, 1997
CERES FUND, L.P.
By: Randell Commodity Corporation
Managing General Partner
By: /s/Frank L. Watson, Jr.
______________________
Frank L. Watson, Jr.
Chairman
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CERES FUND, L.P. FOR THE QUARTER ENDED JUNE 30, 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000869711
<NAME> CERES FUND, L.P.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 151,001
<SECURITIES> 5,628,931
<RECEIVABLES> 3,551
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,783,483
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,783,483
<CURRENT-LIABILITIES> 161,354
<BONDS> 0
0
0
<COMMON> 5,622,129
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,783,483
<SALES> (429,953)
<TOTAL-REVENUES> (293,329)
<CGS> 0
<TOTAL-COSTS> 693,206
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (986,535)
<EPS-PRIMARY> (39.28)
<EPS-DILUTED> 0
</TABLE>
