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
For the Fiscal Year Ended: December 31, 1996
Commission File No.: 33-37802
Ceres Fund, L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1154702
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Randell Commodity Corporation
889 Ridge Lake Boulevard
Memphis, Tennessee 38120
-------------------------------------
Address of principal executive office
901/543-8076
---------------------------------------------
Registrant's telephone number, with area code
Securities registered pursuant to Section 12 (b) of the Act:
None.
Securities registered pursuant to Section 12 (g) of the Act:
None.
Indicate by check mark whether the registrant (1) 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
----- -----
The registrant is a limited partnership and, accordingly, has no
voting stock held by non-affiliates or otherwise.
Incorporation by Reference: Registrant's Registration Statement
effective March 9, 1991 and the Prospectus contained therein into
Part IV, Item 14 (a)(3) and Supplement No. 1 dated October 1, 1992,
thereto, post effective Amendment No. 1 dated April 26, 1991,
effective date April 30, 1991, post effective Amendment No. 2 dated
November 12, 1991, effective date November 15, 1992, post effective
Amendment No. 3 dated March 31, 1992, effective April 7, 1992,
Supplement No. 3 dated June 30, 1992, Supplement No. 4 dated
November 30, 1992, post effective Amendment No. 4 dated April 30,
1993, effective May 19, 1993, and post effective Amendment No. 5
dated October 16, 1997, effective October 31, 1996.
PART I
ITEM 1.
(a) Business
--------
Ceres Fund, L.P. (the "Partnership") is a limited partnership
organized on September 19, 1990, pursuant to a Limited Partnership
Agreement (the "Limited Partnership Agreement") under the Uniform
Limited Partnership Act of the State of Tennessee and funded
through an offering of limited partnership units (the "Units").
The Partnership engages in speculative trading of commodity futures
contracts, forward contracts, commodity options and other interests
in commodities including, without limitation futures contracts and
options on financial instruments, physical commodities and stock
indices on organized exchanges in the U.S. and abroad.
The initial offering to the public of 100,000 Units was closed
on November 29, 1991, and trading began December 1, 1991.
Following the commencement of trading, the Partnership continued
the offering of Units, issuing Units and fractions thereof at the
Average Net Asset Value as of the last business day of the month
during which the purchaser's subscription was received. As of the
close of the initial offering on November 29, 1991, 13,471.6805
Units had been sold. As of December 31, 1993, a total of
38,234.7916 Units had been sold of which a total of 24,122,7011
were outstanding. As of December 31, 1994, a total of 40,552.2246
Units had been sold of which a total of 22,679.4144 were
outstanding. As of December 31, 1995, a total of 43,256.2273 Units
had been sold of which a total of 20,341.7718 were outstanding. As
of December 31, 1996, a total of 20,736.5005 had been sold of which
a total of 17,938.6369 were outstanding.The Prospectus is regularly
updated and Units continue to be offered to the public.
The offering was registered under the Securities Act of 1933,
as amended, and members of the National Association of Securities
Dealers, Inc. act as selling agents on a best efforts basis. The
selling agents received a commission of 5% of the issue price of
each Unit sold during the initial offering period with 1% being
paid to the General Partner. Effective July 1, 1995, and
continuing during the continuous offering period, the selling
commission was reduced to 4%, all of which is retained by the
selling agent.
Randell Commodity Corporation, a Tennessee corporation, is the
Managing General Partner of the Partnership (the "Managing General
Partner") and RanDelta Capital Partners, L.P. is the Financial
General Partner of the Partnership. Pursuant to a Customer
Agreement (the "Customer Agreement"), Refco, Inc. ("Refco") acts as
the commodity broker for the Partnership and performs various
administrative services for it. Services performed for the
Partnership by Refco or the Managing General Partner under the
terms of the Customer and the Limited Partnership Agreements,
include the following:
(1) Executing all trades on behalf of the Partnership in
conjunction with the Partnership's Advisor.
(2) Maintaining the Partnership books and records, which
limited partners or their duly authorized representatives may
inspect during normal business hours for any proper purpose upon
reasonable written notice to the Managing General Partner.
(3) Furnishing each limited partner with a monthly statement
describing the performance of the Partnership, which sets forth
aggregate management fees, incentive fees, brokerage commissions
and other expenses incurred or accrued by the Partnership during
the month.
(4) Forwarding annual certified financial statements
(including a balance sheet and statement of income) to each limited
partner.
(5) Providing each limited partner with tax information
necessary for the preparation of his annual federal income tax
return and such other information as the CFTC may by regulation
require.
(6) Performing secretarial and other clerical
responsibilities and furnishing office space and equipment as may
be necessary for supervising the affairs of the Partnership.
(7) Administering the purchase, redemption and transfer of
Units and distribution of profits, if any.
The Customer Agreement under which Refco, Inc. acts as the
futures broker for the Partnership may be terminated by the
Partnership or Refco upon 5 days' notice.
During 1993, and through June 1994, under the terms of the
Customer Agreement, the Partnership paid commodity brokerage
commissions to Refco on a round-turn basis in an amount equal to
the lesser of 80% of Refco's published rates for non-member
speculative accounts or $45.50. This commission rate was
renegotiated by the General Partner and effective July 1, 1994,
commissions payable to Refco were reduced to $32.50 per round-turn.
The Partnership's current rate is $32.50. A round-turn is the
opening and closing of a commodity futures position consisting of
one contract. An anticipated commission is booked at the opening
and the commission is actually charged on the closing. The
Partnership assets earn interest from Refco on 100% of the average
daily equity maintained in cash in the Partnership's trading
account at a rate equal to 80% of the average yield on thirteen
week U.S. Treasury Bills issued during each month.
(b) 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 Act requires "commodity pool operators," and
"commodity trading advisors," to be registered and to comply with
various reporting and record keeping requirements. The CFTC may
suspend a commodity pool operator's or 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
registration of the Managing General Partner as a commodity pool
operator or as a commodity trading advisor is terminated or
suspended, the Managing General Partner would be unable to continue
to manage the business of the Partnership. Should the Managing
General Partner's registration be suspended, termination of the
Partnership might result. The act also requires Refco to be
registered as a "futures commission merchant."
In addition to such registration requirements, the CFTC and
certain commodity exchanges have established limits on the maximum
net long or net short position which any person may hold or control
in particular commodities. The CFTC has adopted a rule requiring
all domestic commodity exchanges to submit for approval 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
will not trade on any commodity exchanges which are not subject to
regulation by any United States government agency.
(c) Financial information about industry segments
---------------------------------------------
The Partnership's business constitutes only one segment,
speculative trading of commodity futures contracts, for financial
reporting purposes. The Partnership does not engage in sales of
goods or services. The Partnership began trading activities
December 1, 1991, at which time Partnership capital was $1,392,168.
(d) Narrative description of business
---------------------------------
(1) See Items 1(a), (b) and (c) above.
(i) through (xii) - Not applicable.
(xiii) - the Partnership has no employees.
(e) Financial information about foreign and domestic
operations and export sales.
------------------------------------------------
Not applicable because the Partnership does not engage in
sales of goods or services.
Item 2. Properties
----------
The Partnership does not own or lease any properties. The
Managing General Partner operates out of facilities provided by its
parent, Randell Corporation.
Item 3. Legal Proceedings
-----------------
The Managing General Partner is not aware of any pending legal
proceedings to which the Partnership is a party or to which any of
its assets are subject.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
N/A - No security holders.
PART II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters
--------------------------------------------
There is no trading market for the Units, and none is likely
to develop. Units are transferable only after written notice has
been given to the Managing General Partner. Units may be redeemed
as of the last day of any calendar quarter upon 10 days written
notice to the Managing General Partner at the Redemption Net Asset
Value (as defined in the Limited Partnership Agreement).
Item 6. Selected Financial Data
-----------------------
The following is a summary of the total assets of the
Partnership as of December 31, 1996, 1995, 1994, 1993, and the
results of operations for each of the years in the 5-year period
ended December 31, 1996.
Net increase <decrease> in components of Partnership capital
from operations are as follows:
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Realized & unrealized
trading gains (losses)
net of brokerage
commission and
clearing fees of
$565,229, $333,677,
$438,742, $633,579,
and 364,834,
respectively $2,844,850 $1,710,300 $<1,022,795> $ 410,036 $ <16,876>
Income <Loss> from
Operations $3,597,285 $2,156,798 $ <502,871> $1,150,491 $ 420,879
Long term
obligations $ -- $ -- $ -- $ -- $ --
Cash dividends per
unit $ 14.18 $ -- $ -- $ -- $ --
Interest income $ 187,206 $ 112,821 $ 81,182 $ 106,876 $ 72,921
Management fee $ 151,969 $ 85,331 $ 76,157 $ 122,672 $ 97,115
Administrative
expenses $ 82,026 $ 44,869 $ 39,830 $ 57,796 $ 50,291
Incentive fee $ 384,117 $ 108,815 $ -- $ 44,542 $ 10,577
Net Gain (Loss)
per unit* $ 115.23 $ 77.87 $ <46.63> $ 12.10 $ <3.29>
Total Assets $4,895,087 $3,205,072 $ 1,759,977 $3,420,825 $3,459,378
</TABLE>
* Calculated as net earnings(loss) allocated to limited partners
divided by average units outstanding during the year
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
-------------------------------------------------
(a) Liquidity.
---------
The Partnership does not engage in sales of goods or services.
Its only assets are its capital in its commodity futures trading
account, consisting of cash and net unrealized appreciation on open
futures contracts, and interest receivable. Because of the low
margin deposits normally required in commodity futures trading,
relatively small price movements may result in substantial losses
to the Partnership. Such substantial losses could lead to a
material decrease in liquidity. To minimize this risk the
Partnership follows certain policies including:
(1) Partnership funds will be invested only in futures
contracts which are traded in sufficient volume to permit, in the
opinion of the Advisor, ease of taking and liquidating positions.
(2) The Partnership will diversify its positions among
various commodities. The Partnership will not initiate additional
positions in a single commodity if such additional positions would
result in a net single long or short position in such commodity
requiring as margin more than 15% of the net assets of the
Partnership.
(3) The Partnership will not establish commodity positions if
such positions would result in required margins in excess of 80% of
its net asset value for all commodities combined.
(4) The Partnership may occasionally accept delivery of a
commodity. Unless such delivery is disposed of promptly by
retendering the warehouse receipt representing the delivery to the
appropriate clearing house, the Partnership's position in the
physical commodity will be fully hedged.
(5) The Partnership will not employ the trading technique
commonly known as "pyramiding", in which the speculator uses
unrealized profits on existing positions as margin for the purchase
or sale of additional positions in the same or related commodities.
(6) The Partnership may from time to time employ trading
strategies such as spreads or straddles on behalf of the
Partnership. The term "spread" describes a commodity futures
trading strategy involving the simultaneous buying and selling of
futures contracts on the same commodity but involving different
delivery dates or markets and in which the trader expects to earn
a profit from a widening or narrowing of the difference between the
prices of the two contracts.
Other than the risks inherent in commodity futures trading,
the Partnership knows of no trends, demands, commitments, events or
uncertainties which will result in or which are reasonably likely
to result in the Partnership's liquidity increasing or decreasing
in any material way. The Limited Partnership Agreement requires
dissolution of the Partnership under certain circumstances as
defined in the Limited Partnership Agreement including a decrease
in the net asset value of a Unit at the close of business on any
business day to less than 50% of the highest average net asset
value at which Units have been sold.
In order to limit credit risks, the Partnership does not enter
into counterparty transactions such as currency or other swaps and
it limits its trading activities to futures and options traded on
U.S. commodity exchanges.
Capital Resources
- -----------------
The Partnership does not intend to raise any additional
capital through borrowing. 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 securities and commodity futures
investments.
The Partnership's capital consists of the capital
contributions of the partners as increased or decreased by gains or
losses on commodity futures trading and by expenses, interest
income, redemptions of Units and distributions of profits, if any.
Gains or losses on commodity futures trading cannot be predicted.
Market moves in commodities are dependent upon fundamental and
technical factors which the Partnership may or may not be able to
identify. Partnership expenses consist of, among other things,
commissions, management fees and incentive fees. The level of
these expenses is dependent upon the level of trading and the
ability of the Advisors to identify and take advantage of price
movements in the commodity markets, in addition to the level of net
assets maintained. Furthermore, interest income is dependent upon
interest rates over which the Partnership has no control. A
forecast cannot be made as to the level of redemptions in any given
period.
Results of Operations
- ---------------------
Trading results were profitable for the fiscal year ended
December 31, 1996. Trading during the fiscal year resulted in an
increase in net asset value per Unit from $125 (after payment of
distributions of $288,507) to $245.41 an increase of 96.3%
attributable primarily to gains in grain contracts.
Trading results were profitable for the fiscal year ended
December 31, 1995. Trading during the fiscal year resulted in a
increase in net asset value per Unit from $70.88 to $139.18 an
increase of 96.4% attributable to gains in grains and livestock.
Trading results were unprofitable for the fiscal year ended
December 31, 1994. Trading during the fiscal year resulted in a
decrease in net asset value per Unit from $111.21 to $70.88, a
decrease of 36.3% attributable to losses in grains and livestock.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Financial statements meeting the requirements of Regulation S-
X are indexed and included beginning on page F-1 of this report.
The supplementary financial information specified by Item 302
of Regulation S-K is not applicable.
Item 9. Change 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 is managed by its Managing General Partner. Trading
decisions for the Partnership are made by the Managing General
Partner.
Item 11. Executive Compensation
----------------------
The Partnership has no directors or officers. The Managing
General Partner and Refco perform the services described in "Item
1. Business" herein.
For the fiscal year ended December 31, 1996, incentive fees
expensed totaled $384,147. Management fees expensed totaled
$151,969. A total of $541,907 in brokerage commissions were paid
to Refco.
Item 12. Security Ownership of Certain Beneficial
Owners and Management
----------------------------------------
(a) Security ownership of certain beneficial owners
-----------------------------------------------
None.
(b) Security ownership of management
--------------------------------
Under the terms of the Limited Partnership Agreement, the
Partnership's affairs are managed by the Managing General Partner
and it has discretionary authority over the Partnership's
investments. As of December 31, 1996, the General Partners'
investment in the Partnership was $374,741.
(c) Changes in control
------------------
None.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
(a) Accounts of Affiliates of the Commodity Broker.
----------------------------------------------
The officers, directors and employees and associated persons
of Refco trade in commodity futures contracts for their own
accounts. In addition, Refco is a registered futures commission
merchant and executes transactions in commodity futures contracts
for its customers. Thus, it is possible that Refco could execute
transactions for the Partnership in which the other parties to the
transactions are its officers, directors, employees or customers.
Such persons might also compete with the Partnership in making
purchases or sales of contracts without knowing that the
Partnership is also bidding on such contracts.
(b) Other Activities and Accounts of the General Partner.
----------------------------------------------------
The Managing General Partner trades in commodity futures
contracts for its own accounts and for the accounts of other
customers. It is possible that the Managing General Partner may
engage in transactions on its own behalf or on behalf of others
having an effect on transactions involving the Partnership.
(c) Other Relationships.
-------------------
The sole shareholder of the parent of the Managing General
Partner is a partner in the law firm which is counsel to the
Partnership, the Managing General Partner and the Memphis branch of
Refco.
PART IV
Item 14. Exhibits and Financial Statement Schedules and Reports
------------------------------------------------------
(a)(1) Financial Statements
--------------------
See Index to Financial Statements; infra.
(a)(2) Financial Statement Schedules
-----------------------------
Schedules are omitted for the reason that they are not
required or are not applicable or that equivalent information has
been included in the financial statements or the notes thereto.
(a)(3) Exhibits
--------
(3) Articles of Incorporation and By-Laws
-------------------------------------
i) Limited Partnership Agreement dated as of
September 19, 1990.*
ii) Certificate of Limited Partnership of the
Partnership as filed with the Shelby County Recorder of Deeds on
September 19, 1990.*
(a)(3)(2) Material Contracts
------------------
i) Form of Selling Agreement among the Partnership
and National Association of Securities Dealers, Inc. member.*
ii) Form of Customer Agreement between the
Partnership and Refco, Inc.*
iii) Form of Subscription Agreement to be executed
by each purchaser of Units.*
iv) Form of Escrow of Funds Agreement among the
Partnership and National Bank of Commerce.*
*Incorporated herein by reference to the Partnership's
Registration Statement on Form S-1, Commission File No. 33-37802.
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, in the City of Memphis, and State of
Tennessee on the _________ day of March, 1997.
CERES FUND, L.P.
By: RANDELL COMMODITY CORPORATION
Managing General Partner
By: /s/ Frank L. Watson, Jr.
--------------------------------
Frank L. Watson, Jr.
Chairman
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the Managing General Partner of the Registrant in the
capacities and on the date indicated.
RANDELL COMMODITY CORPORATION
Managing General Partner of the Registrant
By: /s/ Frank L. Watson, Jr. March __, 1997
--------------------------------
Frank L. Watson, Jr., Principal
Executive Officer & sole Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
None.
<PAGE>
CERES FUND, L.P.
INDEX TO FINANCIAL STATEMENTS
__________________________
Page(s)
Independent Auditors' Report F-1
Financial Statements:
Statements of Financial Condition
as of December 31, 1996, and 1995 F-2
Statements of operations for the years
ended December 31, 1996, 1995 and 1994 F-3
Statements of Changes in Partners' Capital
for the years ended December 31, 1996 and
1995 and 1994 F-4
Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994 F-5
Summary of Net Asset Values at December 31,
1996, December 31, 1995, and December 31,
1994 F-6
Notes to Financial Statements F-9
Schedule of Investments at December 31, 1996 F-15
Affirmation F-16
<PAGE>
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Financial Statements and Schedule
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
To the best of my knowledge and belief, the information
contained herein is accurate and complete.
Frank L. Watson Jr., Chairman
Randell Commodity Corporation
General Partner and Commodity Pool Operator
Ceres Fund, L.P.
<PAGE> F-1
Independent Auditors' Report
----------------------------
The Partners
Ceres Fund, L.P.:
We have audited the accompanying statements of financial condition
of Ceres Fund, L.P. (a Tennessee Limited Partnership) as of
December 31, 1996 and 1995 and summary of net asset values as of
December 31, 1996, 1995 and 1994, and the related statements of
operations, changes in partners' capital and cash flows for each of
the years in the three-year period ended December 31, 1996. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ceres
Fund, L.P. (a Tennessee Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31,
1996, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information included in Schedule 1 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG Peat Marwick LLP
Memphis, Tennessee
February 27, 1997
<PAGE> F-2
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statements of Financial Condition
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Assets 1996 1995
------ ---- ----
<S> <C> <C>
Cash $ 108,554 15,538
Equity in commodity futures trading
account:
U.S. government obligations at fair
value (cost of $3,050,931 and
$2,269,189 at December 31, 1996
and 1995, respectively) 3,077,250 2,288,186
Cash 1,514,594 662,426
Unrealized gains on open futures
contracts 186,032 232,026
Open option contracts, at market - 1,840
Interest receivable 8,657 5,056
--------- ---------
Total assets $4,895,087 3,205,072
========= =========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Accrued management fees $ 10,033 10,077
Accrued incentive fees 32,849 97,960
Other accrued expenses 42,544 15,489
Redemptions payable 32,572 83,926
--------- ---------
Total liabilities 117,998 207,452
--------- ---------
Partners' capital:
General partners 374,741 166,392
Limited partners 4,402,348 2,831,228
--------- ---------
Total partners' capital 4,777,089 2,997,620
--------- ---------
$4,895,087 3,205,072
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> F-3
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statements of Operations
Years ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net gains (losses) on trading of
commodity futures and options
contracts:
Realized gains (losses) on
closed positions $3,457,913 1,877,265 (649,957)
Change in unrealized gains
(losses) on open futures
contracts (45,994) 164,872 65,904
Change in unrealized gains on
open options contracts (1,840) 1,840 -
--------- --------- ---------
Net gains (losses) on
investments 3,410,079 2,043,977 (584,053)
Investment income - interest
(note 3) 187,206 112,821 81,182
--------- --------- ---------
Income from operations 3,597,285 2,156,798 (502,871)
--------- --------- ---------
Brokerage commissions (note 3) 541,907 320,062 423,670
Exchange, clearing fees and NFA
charges 23,322 13,615 15,072
Management fee allocations
(note 2) 151,969 85,331 76,157
Incentive fee allocations
(note 2) 384,117 108,815 -
Professional and administrative
expenses 82,026 44,869 39,830
--------- --------- ---------
1,183,341 572,692 554,729
--------- --------- ---------
Net earnings (loss) $2,413,944 1,584,106 (1,057,600)
========= ========= =========
Net earnings (loss)
allocated to general
partner $ 208,349 87,697 (40,124)
========= ========= =========
Net earnings (loss)
allocated to limited
partners $2,205,595 1,496,409 (1,017,476)
========= ========= =========
Average Net earnings
(loss) per unit $ 115.23 69.57 (43.48)
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> F-4
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statements of Changes in Partners' Capital
Years ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
General Limited
partners partners Total
-------- -------- -----
<S> <C> <C> <C>
Partners' capital at
December 31, 1993 $118,819 2,682,652 2,801,471
Capital contributions (2,317
units) - 234,065 234,065
Redemption of units (3,761
units) - (291,831) (291,831)
Net loss for the year (40,124) (1,017,476) (1,057,600)
------- ---------- ---------
Partners' capital at
December 31, 1994 78,695 1,607,410 1,686,105
Capital contributions (2,704
units) - 191,647 191,647
Redemption of units (5,042
units) - (464,238) (464,238)
Net earnings for the year 87,697 1,496,409 1,584,106
------- ---------- ---------
Partners' capital at
December 31, 1995 166,392 2,831,228 2,997,620
Capital contributions (395
units) - 96,154 96,154
Redemption of units (2,798
units) - (442,122) (442,122)
Distributions - (288,507) (288,507)
Net earnings for the year 208,349 2,205,595 2,413,944
------- ---------- ---------
Partners' capital at
December 31, 1996 $374,741 4,402,348 4,777,089
======= ========== =========
Average net asset value per
limited partnership unit at:
December 31, 1994; 22,679.4144
units outstanding $ 70.88
=========
December 31, 1995; 20,341.7718
units outstanding $ 139.18
=========
December 31, 1996; 17,938.6369
units outstanding $ 245.41
=========
</TABLE>
See accompanying notes to financial statements.
<PAGE> F-5
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $2,413,944 1,584,106 (1,057,600)
Adjustments to reconcile net
earnings (loss) to net cash
provided by operating
activities:
Net unrealized (gains)
losses on open contracts 47,834 (166,712) (65,904)
(Increase) decrease in
operating assets:
Investments in commodities
futures trading account (1,641,232) (1,278,932) 1,710,732
Interest receivable (3,601) (1,977) (1,715)
Increase (decrease) in
operating liabilities:
Accrued management fees (44) 4,531 (5,343)
Accrued incentive fees (65,111) 97,960 (39,383)
Other accrued expenses 27,055 (1,922) (17,973)
--------- --------- ---------
Total adjustments (1,635,099) (1,347,052) 1,580,414
--------- --------- ---------
Net cash provided
by operating
activities 778,845 237,054 522,814
--------- --------- ---------
Cash flows from financing activities:
Net proceeds from sale of
limited partnership units 96,154 191,647 234,065
Redemptions of limited
partnership units (493,476) (431,227) (774,614)
Distributions to limited partners (288,507) - -
--------- --------- ---------
Net cash used in
financing activities (685,829) (239,580) (540,549)
--------- --------- ---------
Net decrease in cash 93,016 (2,526) (17,735)
Cash at beginning of year 15,538 18,064 35,799
--------- --------- ---------
Cash at end of year $ 108,554 15,538 18,064
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> F-6
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Summary of Net Asset Values
At December 31, 1996
<TABLE>
<CAPTION>
Total
limited
Number Number Number Net asset partner
Subscriber of units of units of units value net asset
admission date subscribed withdrawn outstanding per unit value
-------------- ---------- --------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C>
January 1, 1996 20,341.7718 (2,797.8636) 17,543.9082 $245.38 4,304,987
November 1, 1996 239.4689 - 239.4689 246.28 58,977
December 1, 1996 155.2598 - 155.2598 247.23 38,384
----------- ---------- ----------- ------ ---------
20,736.5005 (2,797.8636) 17,938.6369 $245.41 4,402,348
=========== ========== =========== ====== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> F-7
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Summary of Net Asset Values
At December 31, 1995
<TABLE>
<CAPTION>
Total
limited
Number Number Number Net asset partner
Subscriber of units of units of units value net asset
admission date subscribed withdrawn outstanding per unit value
-------------- ---------- --------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C>
December 1, 1991 13,471.6805 (9,382.9291) 4,088.7514 $139.71 571,255
January 1, 1992 1,868.7042 (308.5313) 1,560.1729 138.96 216,808
February 1, 1992 1,708.8416 (735.5574) 973.2842 140.16 136,412
March 1, 1992 2,122.9736 (1,387.6491) 735.3245 139.44 102,537
April 1, 1992 584.4999 (434.8956) 149.6043 140.20 20,975
May 1, 1992 918.3502 (329.6641) 588.6861 138.94 81,792
June 1, 1992 1,678.3638 (503.3093) 1,175.0545 139.86 164,344
July 1, 1992 2,002.6730 (306.3825) 1,696.2905 138.98 235,755
August 1, 1992 1,132.8673 (514.0451) 618.8222 139.33 86,223
September 1, 1992 1,820.2180 (788.3632) 1,031.8548 139.50 143,944
October 1, 1992 1,979.2928 (1,286.1599) 693.1329 140.02 97,054
November 1, 1992 543.6780 (392.5141) 151.1639 139.72 21,120
December 1, 1992 1,179.6235 (466.6253) 712.9982 139.18 99,237
January 1, 1993 2,314.5105 (1,258.8993) 1,055.6112 139.06 146,798
February 1, 1993 466.9657 (26.7688) 440.1969 139.81 61,543
March 1, 1993 2,393.2721 (1,049.9125) 1,343.3596 139.21 187,011
April 1, 1993 679.3648 (258.6136) 420.7512 139.00 58,483
May 1, 1993 243.4826 (32.4874) 210.9952 139.05 29,338
July 1, 1993 157.6181 (69.9852) 87.6329 140.68 12,328
August 1, 1993 328.7689 (113.4646) 215.3043 140.10 30,165
September 1, 1993 392.3815 (371.8211) 20.5604 143.61 2,953
October 1, 1993 246.6610 - 246.6610 139.15 34,322
February 1, 1994 1,550.2812 - 1,550.2812 137.11 212,552
March 1, 1994 693.0397 (191.8743) 501.1654 136.16 68,239
April 1, 1994 74.1121 - 74.1121 135.47 10,040
January 1, 1995 2,704.0027 (2,704.0027) - - -
----------- ----------- ----------- ------ ---------
Total 43,256.2273 (22,914.4555) 20,341.7718 $139.18 2,831,228
=========== =========== =========== ====== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> F-8
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Summary of Net Asset Values
At December 31, 1994
<TABLE>
<CAPTION>
Total
limited
Number Number Number Net asset partner
Subscriber of units of units of units value net asset
admission date subscribed withdrawn outstanding per unit value
-------------- ---------- --------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C>
December 1, 1991 13,471.6805 (9,013.5958) 4,458.0847 $71.01 316,578
January 1, 1992 1,868.7042 (284.0076) 1,584.6966 70.63 111,925
February 1, 1992 1,708.8416 (735.5574) 973.2842 71.24 69,334
March 1, 1992 2,122.9736 (1,387.6491) 735.3245 70.87 52,115
April 1, 1992 584.4999 (363.5997) 220.9002 71.26 15,741
May 1, 1992 918.3502 (188.3795) 729.9707 70.62 51,548
June 1, 1992 1,678.3638 (457.5539) 1,220.8099 71.09 86,783
July 1, 1992 2,002.6730 (306.3825) 1,696.2905 70.64 119,823
August 1, 1992 1,132.8673 (491.0528) 641.8145 70.82 45,452
September 1, 1992 1,820.2180 (654.2110) 1,166.0070 70.90 82,672
October 1, 1992 1,979.2928 (1,253.8675) 725.4253 71.17 51,627
November 1, 1992 543.6780 (256.7382) 286.9398 71.01 20,376
December 1, 1992 1,179.6235 (443.8094) 735.8141 70.74 52,052
January 1, 1993 2,314.5105 (620.6037) 1,693.9068 70.68 119,725
February 1, 1993 466.9657 (26.7688) 440.1969 71.06 31,280
March 1, 1993 2,393.2721 (448.6933) 1,944.5788 70.75 137,588
April 1, 1993 679.3648 (258.6136) 420.7512 70.65 29,724
May 1, 1993 243.4826 (32.4874) 210.9952 70.67 14,911
July 1, 1993 157.6181 (69.9852) 87.6329 71.51 6,266
August 1, 1993 328.7689 (113.4646) 215.3043 71.21 15,332
September 1, 1993 392.3815 (273.9149) 118.4666 73.00 8,648
October 1, 1993 246.6610 - 246.6610 70.72 17,444
February 1, 1994 1,550.2812 - 1,550.2812 70.79 109,742
March 1, 1994 693.0397 (191.8743) 501.1654 70.79 35,477
April 1, 1994 74.1121 - 74.1121 70.80 5,247
----------- ----------- ----------- ------ ---------
Total 40,552.2246 (17,872.8102) 22,679.4144 $70.88 1,607,410
=========== =========== =========== ====== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> F-9
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Notes to Financial Statements
December 31, 1996 and 1995
(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
acts 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.
Income and expenses of the Partnership (excluding the
Management Allocation and Incentive Allocation) are 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.
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.
<PAGE> F-10
Equity in Commodity Futures Trading Account
-------------------------------------------
U.S. government obligations represent investments in U.S.
Treasury Bills with a maturity of 90 days or less and are
carried at fair market value and any unrealized gains and
losses are reflected in income. Cash represents deposits at
brokers and funds temporarily held in interest bearing
accounts.
Futures Contracts and Options Contracts
---------------------------------------
Futures contracts are required to be made on a commodity
exchange and call for the future delivery of various
agricultural and nonagricultural commodities, currencies or
financial instruments at a specified time and place. These
contractual obligations, depending on whether one is a buyer
or a seller, may be satisfied either by taking or making
physical delivery of an approved grade of the particular
commodity (or, in the case of some contracts, by cash
settlement) or by making an offsetting sale or purchase of an
equivalent commodity futures contract on the same (or a
linked) exchange prior to the designated date of delivery. In
market terminology, a trader who purchases a futures contract
is "long" in the futures market, and a trader who sells a
futures contract is "short" in the futures market.
Outstanding futures contracts (those that have not been closed
out by an offsetting purchase or sale or by delivery) are
known as "open trades" or "open positions."
Among the agricultural commodities for which there are futures
contracts are corn, oats, wheat, soybeans, soybean oil,
soybean meal, live cattle, live hogs, pork bellies, coffee,
sugar, cocoa and cotton. Nonagricultural commodities for
which there are futures contracts include copper, silver,
gold, platinum, lumber, currency, Treasury bonds and bills,
mortgage-backed securities, Eurodollar deposits, certain
petroleum products and stock, inflation and interest rate
related indices.
An option on a futures contract gives the purchaser of the
option the right (but not the obligation) to take a position
at a specified price (the "striking", "strike" or "exercise"
price) in the underlying futures contract. Options have
limited life spans, usually tied to the delivery or settlement
date of the underlying futures contract. Some options,
however, expire significantly in advance of such date. The
value of an option at any given point in time is a function of
market volatility and the price level of the underlying
futures contract.
<PAGE> F-11
Open futures contracts are valued at the settlement price on
the date of valuation as determined by the exchange on which
the contract was traded. Changes in the market value of open
futures contracts, entered into for speculative investing, are
recorded as unrealized gains or losses in the accompanying
statement of operations. Realized gains and losses (excluding
commissions and other exchange related fees) are recognized
when such contracts are closed.
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.
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 and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Reclassifications
-----------------
Certain 1995 and 1994 amounts have been reclassified to
conform to their 1996 presentation.
Average Net Earnings (Loss) Per Unit
------------------------------------
The average net earnings (loss) per unit as reported on the
statement of operations was calculated as earnings (loss)
allocated to the limited partners divided by average
outstanding units during the year.
<PAGE> F-12
(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 pays 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. Such fees were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Management fees $151,969 85,331 76,157
Incentive fees 384,117 108,815 -
</TABLE>
(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 1993, and
through June 29, 1994, Refco charged the Partnership
commissions on commodity trades at the rate of $45.50 per
round-turn. This commission rate was renegotiated by the
General Partner and effective July 1, 1994, commissions
payable to Refco were reduced to $32.50 per round-turn. Total
commissions charged to the Partnership by Refco in 1996, 1995
and 1994 were $541,907, $320,062 and $423,670, respectively.
The Partnership earns interest on Treasury Bills held in its
account, on interest-bearing accounts and on 80% of the
average daily equity maintained as cash in the Partnership's
trading account at a rate that approximated the average yield
on 13-week United States Treasury Bills. Total interest
earned by the Partnership in 1996, 1995 and 1994 was $187,206,
$112,821 and $81,182, respectively.
(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 and the
Memphis branch of Refco, the Partnership's commodity broker.
<PAGE> F-13
(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.
(6) Off-Balance-Sheet Risk
----------------------
In the normal course of business, the Partnership enters into
transactions in financial instruments with off-balance-sheet
risk. These financial instruments include financial futures
contracts and option contracts. Futures contracts provide for
the delayed delivery of commodities, which the seller agrees
to make delivery at a specified future date, at a specified
price. Futures contracts and options on such contracts are
held for trading and arbitrage purposes. The notional value
of these contracts reflects the extent of involvement the
Partnership has in particular types of contracts. Risk arises
from movements in commodities' values. At December 31, 1996,
the underlying notional value of open contract commitments
were long $15,307,885 and short $(13,384,350).
The Partnership trades in a variety of futures and options
financial instruments, and all open positions are reported at
fair value. Trading revenue, including realized and
unrealized gains and losses, from financial futures contracts
and options transactions for the year ended December 31, 1996
was $3,410,079. The average market value of open commodity
financial instruments, and the year-end market value of open
commodities are as follows:
<TABLE>
<CAPTION>
Average market Market value
value of open of open
positions positions at
during 1996 December 31, 1996
-------------- -----------------
<S> <C> <C>
Assets (Long Positions) $60,818 (20,695)
Liabilities (Short
Positions) 18,078 206,727
</TABLE>
<PAGE> F-14
(7) Fair Value of Financial Instruments
-----------------------------------
Statement of Financial Accounting Standards No. 107,
Disclosure About Fair Value of Financial Instruments, extends
existing fair value disclosure practices for some instruments
by requiring all entities to disclose the fair value of
financial instruments, both assets and liabilities recognized
and not recognized in the statement of financial condition,
for which it is practicable to estimate fair value. If
estimating fair value is not practicable, this Statement
requires disclosures of descriptive information pertinent to
estimating the value of a financial instrument. At December
31, 1996, substantially all of the Partnership's financial
instruments, as defined in the Statement, are carried at fair
value.
<PAGE> F-15
Schedule 1
CERES FUND, L.P.
(A Tennessee Limited Partnership)
Schedule of Investments
December 31, 1996
<TABLE>
<CAPTION>
Par or
number of Fair
Description contracts value
----------- --------- -----
<S> <C> <C>
United States Treasury Bill due
01/30/97 3,000,000 $2,987,780
United States Treasury Bill due
02/13/97 90,000 89,470
---------
3,077,250
---------
Net cash balances from futures
trading 1,514,594
---------
Open options contracts in futures
trading accounts:
March 7 Wheat (200) (4,975)
March 7 Kans Wheat 500 (59,875)
July 7 Kans Wheat (300) (9,000)
February 7 Live Cattle 105 51,090
October 7 Live Cattle (65) (11,910)
May 7 Feeder Cattle 61 35,350
March 7 Soybeans 550 (84,000)
March 7 Soybean Oil 40 (2,160)
May 7 Soybean Oil (40) 77,280
May 7 Corn (1,000) 207,875
July 7 Corn (400) 23,000
May 7 Cotton (120) (64,600)
December 7 Cotton 80 28,200
March 7 Cocoa 10 1,050
May 7 Cocoa 10 900
March 7 Sugar (10) (7,280)
March 7 D Mark 10 8,750
March 7 S Franc (10) (3,663)
---------
186,032
---------
Total equity in futures
trading accounts 1,700,625
---------
Total investments $4,777,876
=========
</TABLE>
<PAGE> F-16
AFFIRMATION
STATE OF TENNESSEE )
)
CITY OF MEMPHIS )
I, FRANK L. WATSON, JR. being duly sworn, deposes and says:
1. I am President of Randell Commodity Corporation, the
commodity pool operator and the managing general partner of Ceres
Fund, L.P., as named in the attached Annual Report and am duly
authorized to execute this Affirmation.
2. To the best of my knowledge and belief, the information
contained in the attached Annual Report is accurate and complete.
/s/ Frank L. Watson, Jr.
- ---------------------------------
Frank L. Watson, Jr., President
Randell Commodity Corporation
SWORN TO AND SUBSCRIBED before me this ______ day of March,
1997.
------------------------------
NOTARY PUBLIC
- --------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 108,554
<SECURITIES> 4,777,876
<RECEIVABLES> 8,657
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,895,087
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,895,087
<CURRENT-LIABILITIES> 117,998
<BONDS> 0
0
0
<COMMON> 4,777,089
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,895,087
<SALES> 3,410,079
<TOTAL-REVENUES> 3,597,285
<CGS> 0
<TOTAL-COSTS> 1,183,341
<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> 2,413,944
<EPS-PRIMARY> 115.23
<EPS-DILUTED> 0
</TABLE>
