SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 DECEMBER 31, 1996
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 0-22640
THE GLOBAL OPPORTUNITY FUND L.P.
- -----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 36-3824101
- ------------------------------
- ---------------------------(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization) Identification No.)
233 S. Wacker Dr., Ste. 4500, Chicago, Illinois 60606
- ----------------------------------------------- ---------
Address 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:
250,000 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 Form 10-K or any amendment to this
Form 10-K.
---
The registrant is a limited partnership and, accordingly,
has no voting stock held by non-affiliates or otherwise.
As of December 31, 1996, there were 17,363 Units
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
- -----------------------------------
None.
TOTAL PAGES IN THIS REPORT 25
----
<PAGE>
PART I
------
ITEM 1. Business
The Global Opportunity Fund Limited Partnership (the
"Partnership" or the "Fund") is a Delaware limited partnership
organized to engage in the speculative trading of futures and
forward contracts and related options under the direction of
multiple professional trading advisors. Rodman & Renshaw Futures
Management, Inc. (the "General Partner") is the general partner
and trading manager of the Partnership. Rodman & Renshaw, Inc.
("Rodman"), an affiliate of the General Partner, is the
Partnership's commodity broker and selling agent.
The Partnership shall be dissolved on December 31, 2022,
unless dissolved earlier pursuant to conditions in the Limited
Partnership Agreement.
The Partnership has no employees.
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, Inc. (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, and "commodity brokers" or "futures
commission merchants," such as Rodman, to be registered and to
comply with various reporting and record keeping requirements.
The General Partner and Rodman are both members of the NFA. The
CFTC may suspend a commodity pool operator'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 is
terminated or suspended, the General Partner 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, in its capacity as a
commodity broker, to be registered as a "futures commission
merchant."
As members of the NFA, the General Partner and Rodman are
subject to NFA standards relating to fair trade practices,
financial condition and customer protection. As
theself-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 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.
ITEM 2. Properties
The Partnership does not use any physical properties in the
conduct of its business. The General Partner uses its offices to
perform administrative services for the Partnership at no cost to
the Partnership.
ITEM 3. Legal Proceedings
The General Partner is not aware of any legal proceedings to
which the Partnership or the General Partner is a party.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted 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
of Limited Partnership ("Units"), nor will one develop. Units
may be redeemed subject to the conditions imposed by the Limited
Partnership Agreement. As of December 31, 1996 a total of 17,363
Units were outstanding held by 160 Unit holders and 537 Units of
General Partnership Interest were outstanding.
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 to
holders of Units as of the date hereof.
ITEM 6. Selected Financial Data
On the following page is a summary of selected financial
data for the Partnership as of and for the years ended
December 31, 1996, December31, 1995 and December 31, 1994 and
the period September15, 1993 (commencement of trading) through
December31,1993.
<PAGE>
<TABLE>
THE GLOBAL OPPORTUNITY FUND L.P.
SELECTED FINANCIAL DATA
<CAPTION>
1996
1995 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Trading profit (loss)
Realized $ 567,853 $1,614,266 $ 280,319 $ (269,738)
Unrealized (410,296) 89,187 (86,031) 420,194
Foreign currency gain (loss) (2,210) (4,895) (10,764) 4,607
----------- ---------- ---------- -----------
Total trading profit and
foreign currency gain 155,347 1,698,558 183,524 155,063
Interest income 80,090 166,835 64,062 0
----------- ----------- ----------- -----------
Total revenues 235,437 1,865,393 247,586 155,063
----------- ----------- ----------- -----------
EXPENSES:
Commissions 171,730 283,682 360,858 115,406
Management fees 58,757 120,929 100,604 27,429
Incentive fees 45,273 324,275 126,427 52,192
Administrative expenses 69,620 55,000 73,960 20,000
State taxes (1,590) 6,254 0 0
----------- ----------- ----------- -----------
Total expenses 343,790 790,140 661,849
215,027
----------- ----------- ----------- -----------
NET INCOME (LOSS) (108,353) $1,075,253 $ (414,263) $ (59,964)
=========== =========== =========== ===========
TOTAL ASSETS $2,122,244 $3,158,002 $4,319,234
========== =========== ===========
TOTAL LIABILITIES $ 87,746 $ 181,669 $ 64,906
---------- ----------- -----------
PARTNERS' CAPITAL:
Limited Partners (units outstanding:
1996 - 17,363; 1995 - 24,658;
1994 - 47,278) 1,970,331 2,911,630 4,205,575
General Partner (units outstanding:
1996, 1995 and 1996 - 537) 64,167 64,703 48,753
------------ ----------- -----------
Total partners' capital 2,034,498 2,976,333 4,254,328
----------- ----------- -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 2,122,244 $3,158,002 $4,319,234
============ =========== ===========
NET ASSET VALUE PER UNIT - LIMITED PARTNERS $117.10 $ 118.08 $ 88.95
NET ASSET VALUE PER UNIT - GENERAL PARTNER $119.49 $ 120.49 $ 90.79
NET INCOME (LOSS) PER LIMITED PARTNER UNIT $ (.98) $ 29.13 $ (7.95)
NET INCOME (LOSS) PER GENERAL PARTNER UNIT $ (1.00) $ 29.70 $ (8.12)
See notes to financial statements
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Capital Resources
- -----------------
The purpose of the Partnership is to trade commodity interests;
as such, the Partnership does not have, nor does it expect to
make, any capital expenditures or have any capital assets that
are not operating capital or assets. Redemption of additional
units in the future will impact the amount of funds available for
trading commodity interests. The Net Asset Values are calculated
and equity reports are reviewed by the General Partner on a daily
basis to monitor the trading advisors' activity to minimize the
market and credit risks of the Fund. The General Partner also
monitors the trading advisors' 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 Partnership from promptly
liquidating unfavorable positions and subject the Partnership to
substantial losses which could exceed the margin initially
committed to such trades. In addition, even if commodity futures
prices have not moved the daily limit, the Partnership may not be
able to execute futures trades at favorable prices if little
trading in such contracts is taking place. Other than these
limitations on liquidity, which are inherent in the Partnership's
commodity trading operations, the Partnership's assets are highly
liquid and are expected to remain so. The counterparty for all
exchange-traded contracts is ED&F Man International Inc. and for
all over-the-counter contracts is ED&F Man Capital Inc.
Results of Operations
- ---------------------
For the year ended December 31, 1996, trading operations reported
a net trading profit of $155,347 and net loss of $108,353 as
compared to a net trading profit of $1,698,558 and net income of
$1,075,253 for the year ended December 31, 1995. In 1995 the
Fund profited from favorable long-term trends in interest rate,
foreign currency, and grain commodity futures. During 1996 the
Fund experienced severe losses in February mainly from the
interest rate sector and European financial markets which
resulted in a 31% decrease in net asset value for the month.
During the second and third quarters of 1996, the Fund's profits
from its grain positions were offset by losses due to weather
conditions which adversely affected its agricultural and natural
gas positions. The fourth quarter of 1996 showed the Fund
profiting from its U.S. bond, foreign bond, and currency
positions.
Interest income, brokerage commissions, and management fees are
based on the net asset value, which decreased for the year ended
December 31, 1996 as a result of trading losses and redemptions.
Interest earned for the year ended December 31, 1996 was $80,090
as compared to $166,835 for the same period last year. Brokerage
commissions and management fees expensed during 1996 were
$171,730 and $58,757 as compared to $283,682 and $120,929 during
1995, respectively. The decrease in incentive fees to $45,273
for the year ended December 31, 1996 from $324,275 for the year
ended December 31, 1995 was a direct result of trading losses
during 1996. At December 31, 1996 there was no material credit
risk exposure exceeding 10% of total assets for either
exchange-traded or over-the-counter contracts.
ITEM 8. Financial Statement and Supplementary Data
The information required by this item is submitted as a
separate section of this report. (See page 13).
ITEM 9. Changes in and Disagreements with Independent Auditors'
on Accounting and Financial Disclosure
There were no disagreements with accountants on accounting
and financial disclosure during the quarter ended
December31,1996. On March 22, 1996, the Fund, upon the
recommendation of the General Partner, dismissed Deloitte &
Touche LLP and appointed Coopers & Lybrand LLP as the Fund's
certifying accountant. The report of Deloitte & Touche LLP on
the financial statements for the Fund for the year ended
December31, 1994 and the period September 15, 1993 (commencement
of trading) through December 31, 1993 contained no adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting
principles. During the year ended December 31, 1994 and the
period September 15, 1993 through December 31, 1993, and during
the interim period from January 1, 1995 through March 22, 1996,
the Fund had no disagreements with Deloitte & Touche LLP on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure. Further, during the
years ended December 31, 1995 and 1994 and during the interim
period September 15, 1993 through December 31, 1993, and during
the interim period from January 1, 1996 through March 22, 1996,
neither the Fund nor anyone on the Fund's behalf consulted
Coopers & Lybrand LLP regarding either the application of
accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Fund's financial
statements.
<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 "significant
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,
Suite 4500, Chicago, Illinois 60606; telephone number
(312)526-2000.
The principals of the General Partner are as follows:
F. L. Kirby, age 52, President and a Director of the General
Partner since January 31, 1997, and Executive Vice President and
a Director of Rodman since June 24, 1994; Senior Vice President
of Oppenheimer & Co., Inc., a financial services firm, from May,
1993 to June, 1994; Director and Executive Vice President of
Rodman from 1981 to 1993.
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 to 1991.
Thomas G. Pinou, age 37, Treasurer and a Director of the
General Partner since January 31, 1997, and Associate Director of
Accounting - Division Controller of Rodman since August 12, 1996;
Vice President of Firm Trading for Yamaichi International, Inc.
from June, 1994 to May, 1996; Assistant Treasurer of Equity
Trading Division for Bankers Trust Securities from September,
1991 to June, 1994.
Rodrigo Padilla, age 48, a Director of the General Partner
since June 7, 1995; currently a director of Abaco Grupo
Financiero, S.A. de C. V., Abaco Casa de Bolsa, S.A. de C.V. de
Abaco Grupo Financiero S.A. de C.V. and Confia S.A. de Abaco
Grupo Financiero S.A. de C.V.; 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.
Section 16(a) of the Securities Exchange Act of 1934
requires the General Partner's directors and executive officers
and persons who own more than 10% of the Common Stock to file
initial stock ownership reports and reports of changes in
ownership with the Securities and Exchange Commission. The
General Partner must also be furnished with a copy of these
reports. No Forms 3 were filed during 1996, but such forms are
in the process of being filed for Mssrs. Kirby, Ott, Padilla and
Pinou.
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 December 31, 1996, (a) there were 160 partners in the
Partnership, of which no partner is known to have been the
beneficial owner of more than 5% of the Units, (b) the General
Partner was the beneficial owner of approximately 3% of the Fund,
and (c) there are 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
The Partnership will pay Rodman 0.625 of 1% (a 7.5% annual
rate) of the Partnership's month-end assets for brokerage
commissions and other services.
The General Partner retained all interest income earned
from September 15, 1993 (commencement of trading) through
September 15, 1994 on the Partnership's operations as
reimbursement for advancing the selling commissions and towards
the balance of the organization and offering charges. Since that
date the Fund has retained all interest earned.
<PAGE>
PART IV
-------
Item 14. Exhibits, Financial Statements, Schedules and Reports
on Form 8-K
(a) (1) Financial Statements
--------------------
See "Index to Financial Statements" on page 13 hereof.
(2) Financial Statement Schedules
-----------------------------
All 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
-------------------------------------
(a) Amended and Restated Limited Partnership
Agreement dated as of September 8, 1992.
(b) Certificate of Limited Partnership of
the Fund as filed with the Secretary of State of the State of
Delaware on April 15, 1992.
(10) Material Contracts
------------------
(a) Selling Agreement among Campbell &
Company, Inc., FX 500 Ltd., Willowbridge Associates Inc.
(collectively, the "Trading Advisors"), the Fund, Rodman &
Renshaw Futures Management, Inc. and Rodman & Renshaw, Inc.
(b) Customer Agreement between the Fund and
Rodman & Renshaw, Inc.
(c) Advisory Agreement between the Fund and
each Trading Advisor.
The above exhibits are hereby incorporated by reference
from the Fund's Amendment No. 1 to the Registration Statement on
Form S-1, File No. 33-48042, except that the Fund's Amended and
Restated Limited Partnership Agreement is incorporated by
reference from the Fund's Prospectus dated September 8, 1992
filed pursuant to Rule 424(b).
(d) Amendment No. 1 to the Selling Agreement
among the Fund, Rodman & Renshaw Futures Management, Inc., Rodman
& Renshaw, Inc. and each Trading Advisor.
(e) Amendment No. 1 to the Amended and
Restated Limited Partnership Agreement.
(f) Amendment No. 1 to the Advisory
Agreement between the Fund and each Trading Advisor.
The above exhibits are hereby incorporated by reference
from the Fund's Amendment No. 3 (First Post-Effective) to the
Registration Statement on Form S-1, File No. 33-48042.
(g) Customer Agreement and Trading Agreement
Authorization dated March 31, 1995 between the Fund and Telesis
Management, Inc.
(h) Customer Agreement and Trading Agreement
Authorization dated March 31, 1995 between the Fund and TimeTech
Management, Inc.
The above exhibits are hereby incorporated by reference
from the Fund's Form 10-Q for the period ended March 31, 1995.
(b) Reports on Form 8-K
-------------------
No reports were filed on Form 8-K during the quarter
ended December 31, 1996. A Form 8-K dated March 22, 1996 was
filed March 29, 1996 reporting the change in auditors discussed
above.
<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 GLOBAL OPPORTUNITY FUND L.P.
By: /s/THOMAS G. PINOU
---------------
Thomas G. Pinou
Treasurer and Director of Rodman &
Renshaw Futures Management, Inc.,
General Partner
Date: March 27, 1997
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/ F. L. KIRBY
----------- President and a Director of March 27, 1997
F. L. Kirby Rodman & Renshaw Futures
Management, Inc., General Partner
/s/ THOMAS G. PINOU
--------------- Treasurer and Director of
March 27, 1997
Thomas G. Pinou Rodman & Renshaw Futures
Management, Inc., General Partner
/s/ GILBERT R. OTT, JR.
------------------- Secretary of Rodman & Renshaw
March 27, 1997
Gilbert R. Ott, Jr. Futures Management, Inc.,
General Partner
</TABLE>
<PAGE>
THE GLOBAL OPPORTUNITY FUND L.P.
Report on FORM 10-K for the Year ended December 31, 1996
FINANCIAL STATEMENT AND SCHEDULE INDEX
Sequential Page
---------------
Reports of Independents Accountants...................... 14
Statements of Financial Condition as of
December 31, 1996 and 1995............................... 16
Statements of Operations for
years ended December 31, 1996, 1995 and 1994............. 17
Statements of Changes in Partner's Capital for
years ended December 31, 1996, 1995 and 1994............. 18
Notes to Financial Statements............................ 19
<PAGE>
Report of Independent Accountants
The Partners of
The Global Opportunity Fund L.P.
We have audited the accompanying statements of financial condition of The
Global Opportunity Fund L.P. (the "Partnership") as of December 31, 1996 and
1995 and the related 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 statements of operations and changes in partners' capital for the year
ended December 31, 1994 were audited by other auditors whose report dated
March 31, 1995, 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 audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the 1996 and 1995 financial statements referred to above
present fairly, in all material respects, the financial position of The
Global Opportunity Fund L.P. as of December 31, 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
---------------------
Chicago, Illinois
March 17, 1997
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners of The Global Opportunity Fund
Limited Partnership
We have audited the accompanying statements of operations and of changes in
partners' capital for the year ended December 31, 1994 of The Global
Opportunity Fund Limited Partnership (the "Partnership"). 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 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 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 audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations of the Partnership for the year ended
December 31, 1994, in conformity with generally accepted accounting
principles.
/s/DELOITTE & TOUCHE LLP
---------------------
March 31, 1995
Chicago, Illinois
<PAGE>
<TABLE>
The Global Opportunity Fund L.P.
(A Delaware Limited Partnership)
Statements of Financial Condition
December 31, 1996 and 1995
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS:
Equity in futures and forward trading accounts:
Cash
$ 651,740 $2,390,033
United States Treasury securities, at market value
(cost of $1,394,294 and $317,774, respectively) 1,427,594 333,364
Net unrealized appreciation on open contracts 13,055 423,350
---------- ----------
Total equity in futures and forward trading accounts 2,092,389 3,146,747
Receivable from commodity broker 28,225 11,255
Other receivable 1,630
Total assets $2,122,244 $3,158,002
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued administrative expenses $ 26,088 $ 17,493
Accrued brokerage commissions and fees 12,621 19,179
Accrued management fees 7,852 51,297
Accrued incentive fees 40,949 74,653
Miscellaneous payables 236 8,343
State taxes payable 6,252
Interest payable 4,452
---------- ----------
Total liabilities 87,746 181,669
---------- ----------
Partners' capital:
Limited Partners
(units outstanding: 1996 - 16,826; 1995 - 24,658) 1,970,331 2,911,630
General Partner
(units outstanding: 1996 and 1995 - 537) 64,167 64,703
---------- ----------
Total partners' capital 2,034,498 2,976,333
---------- ----------
Total liabilities and partners' capital $2,122,244 $3,158,002
========== ==========
Net asset value per unit - Limited Partners $ 117.10 $ 118.08
========== ==========
Net asset value per unit - General Partner $ 119.49 $ 120.49
========== ==========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
The Global Opportunity Fund L.P.
(A Delaware Limited Partnership)
Statements of Operations
for the years ended December 31, 1996, 1995, and 1994
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Revenues:
Trading profit (loss):
Realized $ 567,853 $1,614,266 $ 280,319
Unrealized (410,295) 89,187 (86,031)
Foreign currency gain (loss) (2,210) (4,895) (10,764)
---------- ----------- ----------
Total trading profit and foreign
currency gain (loss) 155,347 1,698,558 183,524
Interest income 80,090 166,835 64,062
---------- ----------- ----------
Total revenues 235,437 1,865,393 247,586
---------- ----------- ----------
Expenses:
Brokerage commissions 171,730 283,682 360,858
Management fees 58,757 120,929 100,604
Incentive fees 45,273 324,275 126,427
Administrative expenses 69,620 55,000 73,960
State taxes (1,590) 6,254
---------- ----------- ----------
Total expenses $ 343,790 $ 790,140 $ 661,849
---------- ----------- ----------
Net (loss) income $(108,353) $1,075,253 $(414,263)
========== =========== ==========
Net (loss) income allocated to:
Limited Partners $(107,817) $1,059,303 $(409,905)
========== =========== ==========
General Partner $ (536) $ 15,950 $ (4,358)
========== =========== ==========
Increase (decrease) in net asset value
per Limited Partner unit outstanding
throughout each period $ (.98) $ 29.13 $ (7.95)
========== =========== ==========
Increase (decrease) in net asset value
per General Partner unit outstanding
throughout each period $ (1.00) $ 29.70 $ (8.12)
========== =========== ==========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
The Global Opportunity Fund L.P.
(A Delaware Limited Partnership)
Statements of Changes in Partners' Capital
for the years ended December 31, 1996, 1995 an 1994
<CAPTION>
General Limited
Partner Partner Total
<S> <C> <C> <C>
Partners' capital, December 31, 1993 $53,111 $ 5,248,403 $ 5,301,514
Redemption of 6,883 units of Limited
Partnership interest (632,923) (632,923)
Net loss (4,358) (409,905) (414,263)
-------- ------------ ------------
Partners' capital, December 31, 1994 48,753 4,205,575 4,254,328
Redemption of 22,620 units of Limited
Partnership interest (2,353,248) (2,353,248)
Net income 15,950 1,059,303 1,075,253
-------- ------------ ------------
Partners' capital, December 31, 1995 64,703 2,911,630 2,976,333
Redemption of 7,832 units of Limited
Partnership interest (833,482) (833,482)
Net loss (536) (107,817) (108,353)
-------- ------------ ------------
Partners capital, December 31, 1996 $64,167 $ 1,970,331 $ 2,034,498
======== ============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
The Global Opportunity Fund
Limited Partnership
Notes to Financial Statements
1. Organization of the Partnership and Significant Accounting
Policies
The Global Opportunity Fund L. P. (the "Partnership") was
organized under the Delaware Revised Uniform Limited
Partnership Act (the "Act") on April 15, 1992 to engage in
the speculative trading of commodity futures, forward
contracts, and other commodity interests. Prior to the
commencement of trading on September 15, 1993, there were no
operations. The General Partner and Commodity Pool Operator
for the Partnership is Rodman & Renshaw Futures Management,
Inc. (the "General Partner"). Prior to August 2, 1996, the
commodity broker and selling agent was Rodman & Renshaw,
Inc. ("R&R"). Effective August 2, 1996, Rodman transferred
its futures clearing business to an affiliate, Rodman &
Renshaw Futures, Inc. ("Rodman") which served as the
Partnership's commodity broker and selling agent for the
remainder of 1996. Both the General Partner and Rodman are
wholly-owned subsidiaries of Rodman & Renshaw Capital Group,
Inc. The Partnership is registered with the Commodities
Futures Trading Commission ("CFTC") as a Commodity Pool, and
is subject to the rules of the CFTC and the National Futures
Association.
250,000 units of Limited Partnership interest were available
during the initial offering period. The Partnership is
closed and not presently selling additional units.
The Partnership will dissolve on December 31, 2022, or at an
earlier date if certain conditions occur, including among
others, a decline in aggregate Net Assets to less than
$250,000, a decline in the Net Asset Value per unit ("unit")
as of the end of any month to less than $25, or under
certain other circumstances as defined in the Limited
Partnership Agreement.
The Partnership 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."
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 and the market value is reflected as the net
unrealized gain (loss) on open contracts. Market value of
futures contracts is based upon exchange settlement prices.
Operating Expenses
The Partnership incurs incentive and management fees payable
to its trading advisors, plus brokerage commissions payable
to R&R and Rodman. Also, the Partnership incurs ongoing
legal, accounting, and administrative costs.
Organization Costs
An organization and offering charge of $2.00 per Limited
Partnership unit was deducted from the subscription price
and paid to the General Partner in order to cover such
expenses. Rodman paid all initial organization and offering
costs and received the $2.00 per partnership unit from the
initial investors. Organization and offering charges
exceeding $300,000 were the responsibility of the General
Partner.
Allocation of Profits and Losses
The General Partner and each Limited Partner share in any
profits and losses of the Partnership in proportion to the
amount of Partnership interest owned by each.
Redemptions
Units may be redeemed, at the option of any Limited Partner,
at the Net Asset Value as of the close of business on the
last day of any month (commencing with the sixth full month
after the Partnership commenced trading) upon 10-day prior
written notice to the General Partner. Limited Partners
will be charged 4%, 3%, 2%, and 1% of the Net Asset Value as
of the date of redemption on all redemptions on or prior to
the end of the twelfth, eighteenth, twenty-fourth, and
thirtieth full month, respectively, after the Partnership
commenced trading. Such charges will be paid to the General
Partner.
Distributions
The General Partner does not presently intend to make
regular distributions of either profits or capital to
Limited Partners, particularly in view of Limited Partners'
monthly redemption rights. In the event that the
Partnership recognizes substantial profits, the General
Partner may reconsider, but there can be no assurance
whatsoever that any distributions will be made.
Accordingly, the Limited Partners may incur current income
tax liabilities in excess of any distributions received by
them from the Partnership.
Income Taxes
No provision for Federal income taxes has been provided 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.
The Partnership is required to pay an Illinois replacement
tax of 1.5% of net income related to those limited partners
who are not otherwise subject to the tax.
Interest on Securities
The General Partner retained all interest income earned on
the Partnership's assets during the first twelve full months
of the Partnership's operations (September 15, 1993 through
September 15, 1994) as reimbursement for advancing the
selling commissions (and for the shortfall between the
aggregate organization and offering charges collected and
$300,000). The Partnership has retained all interest earned
on the Partnership's assets subsequent to September 15,
1994.
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 revenues and expenses
during the reporting period. Actual results could differ
from those estimates.
Right of Setoff of Certain Amounts
Pursuant to the Partnership'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 Partnership trades. The
Partnership conducts all of its exchange-traded activity
through a single account with its futures clearing broker.
The Partnership has similar agreements with a financial
institution for its over-the-counter forward contracts. As
a result, the financial statements only present the net
asset or liability relating to such trading activities.
2. Related Parties
The Partnership pays R&R/Rodman 0.625 of 1% (a 7.5% annual
rate) of the Partnership's month-end assets for brokerage
and other services. Furthermore, the Partnership pays all
"give-up" fees, as defined. For fiscal 1996, 1995, and 1994
brokerage commissions expense totaled $171,730, $283,682 and
$360,858, respectively. As of December 31, 1996 and 1995,
brokerage commissions payable to Rodman were $12,621 and
$19,179, respectively.
At December 31, 1996, the Partnership maintained segregated
cash at Rodman of $1,336. At December 31, 1995, the
Partnership maintained segregated cash and securities
deposits with R&R totaling $1,615,292 and $333,364,
respectively.
3. Net Gain (Loss) in Fund Equity per Unit
The increase (decrease) in net asset value per Limited
Partnership unit outstanding throughout each period is the
difference between the net asset value per Unit at the
beginning and end of the period.
4. Fair Value of Financial Instruments
The Partnership believes that the carrying value of its
financial instruments is a reasonable estimate of fair
value. Equity in commodity futures trading accounts and the
United States Treasury securities 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
receivable from commodity broker and accrued expenses)
approximate the recorded value due to their short-term
nature.
5. Trading Advisors
The trading decisions for the Partnership as of December 31,
1996 were made by Campbell & Company, Inc., FX 500 Ltd.,
Willowbridge Associates Inc., Telesis Management Inc., and
TimeTech Management, Inc. (collectively, the "Trading
Advisors"), pursuant to individual advisory agreements
entered into between the Partnership and each Trading
Advisor. Each of the advisory agreements may be renewed at
or prior to their expiration at the option of the General
Partner. Each Trading Advisor, however, may terminate its
advisory agreement with the Partnership prior to the
expiration of its initial agreement upon 90 days' prior
written notice. The Trading Advisors will determine the
commodity futures and forward trades to be made on behalf to
the Partnership, subject to certain trading policies and to
certain rights reserved to the General Partner.
The Trading Advisors receive a monthly management fee of
0.166 of 1% of month-end Net Assets (as defined) allocated
to them (2% annual rate).
Quarterly incentive fees equal to 20% based on any New
Trading Profit, as defined, generated by each Trading
Advisor, considered individually, are paid to the respective
Trading Advisor. Such payments are also made in respect of
units redeemed as of the interim months during a quarter, to
the extent of 20% of any such New Trading Profit
attributable to such units.
6. Financial Instruments With Off-Balance Sheet Risk and
Concentration of Credit 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, foreign currency futures contracts and
options thereon, and forward contracts on foreign
currencies. 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, commodity futures exchanges or forward contract
counterparties to meet the terms of their obligations and
from movements in interest rates and foreign currency
values.
During 1996, the Partnership's broker, R&R/Rodman, began
utilizing an unrelated clearing broker for all execution and
clearing activities related to the Partnership's commodity
trading. Margin requirements are satisfied by cash and
securities on deposit with such clearing broker in
segregated interest bearing accounts. At December 31, 1996,
all of the equity and securities in commodity futures
trading accounts reflected on the statement 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.
<TABLE>
At December 31, 1996 and 1995, open contracts were:
<CAPTION>
Contract or Notional Amount
---------------------------
1996 1995
<S> <C> <C>
Financial Futures contracts:
Commitments to purchase $23,496,713 $51,684,210
Commitments to sell 12,106,408
7,720,774
Currency-Forward contracts:
Commitments to purchase 363,995
Commitments to sell 361,841
</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 statements of operations in the period in which such
market activity occurs.
7. Trading Activities
The results of the trading activities, net of brokerage
commissions, are summarized by those categories of financial
instruments in the following table. Net trading income is
included separately in the income statement.
1996 1995
Futures Contracts $ (8,108) $1,442,750
Forward Contracts (8,275) (27,874)
--------- -----------
Net trading revenue $(16,383) $1,414,876
========= ===========
For derivatives held for trading purposes (which constitute
all derivatives held by the Partnership), the market at
December 31, 1996 and 1995 and the average market value
(calculated on a monthly basis) for the years then ended are
as follows:
1996 1995
----------------- -----------------
Year- Average Year- Average
End for Year End for Year
Derivative Assets
(Futures Contracts) $11,519 $196,016 $429,475 $209,350
Derivative Assets (Liabilitites)
(Forward Contracts) $ 1,538 2,867 (6,125) (7,608)
8. Subsequent Event
During January 1997 Rodman ceased its futures clearing
business and the Fund entered into a new clearing agreement
with an unaffiliated futures commission merchant. The terms
of the new agreement are substantially identical to those
under the agreement with Rodman as described in Note 2.
<PAGE>
To the best of the knowledge and belief of the undersigned,
the information contained in this report is accurate and
complete.
/s/THOMAS G. PINOU
- ------------------
Thomas G. Pinou
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> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 651,740
<SECURITIES> 1,440,649 <F1>
<RECEIVABLES> 29,855
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,122,244
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,122,244
<CURRENT-LIABILITIES> 87,746
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,034,498 <F2>
<TOTAL-LIABILITY-AND-EQUITY> 2,122,244
<SALES> 0
<TOTAL-REVENUES> 235,437
<CGS> 0
<TOTAL-COSTS> 343,790
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (108,353)
<INCOME-TAX> 0
<INCOME-CONTINUING> (108,353)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (108,353)
<EPS-PRIMARY> (.98) <F3>
<EPS-DILUTED> 0
<FN>
<F1>
This figure represents $1,427,594 of U.S. Treasury securities and
$13,055 of unrealized gain on open contracts.
<F2>
This figure represents $1,970,331 of Limited Partners' Capital
and $64,167 of General Partner's Capital.
<F3>
The net earnings per unit for a Limited Partner is ($.98). The
net earnings per unit for the General Partner is ($1.00).
</FN>
</TABLE>
